SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) September 23, 1994.
AVNET, INC.
(Exact Name of Registrant as Specified in its Charter)
New York
(State or Other Jurisdiction of Incorporation)
1-4224 11-1890605
(Commission File Number) (I.R.S. Employer Identification No.)
80 Cutter Mill Road, Great Neck, New York 11021
(Address of Principal Executive Offices) (Zip Code)
(516) 466-7000
Registrant's Telephone Number, Including Area Code
N/A
(Former Name or Former Address if Changed Since Last Report)
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Item 5. Other Events.
The Registrant has amended its by-laws to modify its fiscal year-end and
the by-laws as so amended are filed as an Exhibit hereto.
The Registrant has entered into or amended the terms of the remuneration
arrangements with 4 of its executive officers, pursuant to certain employment
agreements. While the Registrant does not consider that any such arrangements
reflect information which is "material" to security holders (as the term
"material" is defined in Rule 12b-2 promulgated under the Securities Exchange
Act), the Registrant deems it appropriate that remuneration arrangements
with its executive officers be available to its security holders and the
public generally. Accordingly, such employment agreements are filed as
Exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Inapplicable.
(b) Inapplicable.
(c) Exhibits:
3.1 By-laws of the Registrant as presently in effect.
10.1 Employment extension agreement dated November 29, 1993
between the Registrant and Mr. Leon Machiz.
10.2 Employment agreement, dated December 31, 1992, between
Hall-Mark Electronics Corporation and Mr.
Joseph W. Semmer.
10.3 Employment agreement, dated April 20, 1993, between
Hall-Mark Electronics Corporation and Mr. Bruce
Evashevski.
10.4 Employment agreement, dated December 31, 1992, between
Hall-Mark Electronics Corporation and Mr. George E.
Privett.
10.5 Letter dated April 20, 1993 from the Registrant
confirming Registrant's intent to assume employment
agreements of certain Hall-Mark Electronics Corporation
executives, including the employment agreements of
Messrs. Semmer, Privett and Evashevski.
10.6 Consulting and Retirement agreement, dated July 1,
1994, between the Registrant and Mr. George E. Privett.
24. Powers of Attorney
No other item of this report form is presently applicable to the registrant.
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EXHIBIT INDEX
Number
3.1 By-laws of the Registrant as presently in effect.
10.1 Employment extension agreement dated November 29, 1993 between the
Registrant and Mr. Leon Machiz.
10.2 Employment agreement, dated December 31, 1992, between Hall-Mark
Electronics Corporation and Mr. Joseph W. Semmer.
10.3 Employment agreement, dated April 20, 1993, between Hall-Mark
Electronics Corporation and Mr. Bruce Evashevski.
10.4 Employment agreement, dated December 31, 1992, between Hall-Mark
Electronics Corporation and Mr. George E. Privett.
10.5 Letter dated April 20, 1993 from the Registrant confirming
Registrant's intent to assume employment agreements of certain
Hall-Mark Electronics Corporation executives, including the
employment agreements of Messrs. Semmer, Privett and Evashevski.
10.6 Consulting and Retirement agreement, dated July 1, 1994, between the
Registrant and Mr. George E. Privett.
24. Powers of Attorney
<PAGE>
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AVNET, INC.
(Registrant)
By: s/Raymond Sadowski
Raymond Sadowski
Senior Vice President and
Chief Financial Officer
Date: September 23, 1994
EXHIBIT 3.1
<PAGE>
AVNET, INC.
BY-LAWS
(As revised through May 25, 1994)
<PAGE>
BY-LAWS
OF
AVNET, INC.
Offices
1. The Principal office of the corporation shall
be in the Town of Great Neck, County of Nassau, State of New York.
2. The corporation may also have offices and
places of business at such other places, within or without the
State of New York, as the Board of Directors may from time to time
determine or the business of the corporation may require.
Stockholder's Meetings
3. All meetings of the stockholders shall be held
at such place within or without the State of New York as shall be
stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
4. An annual meeting of the stockholders shall be
held in November or December of each year on a date to be selected
by the Chairman of the Board at least 60 days before such meeting
or, in the event the Chairman of the Board shall not make such
selection by the date indicated, on the last Wednesday in November
or December of each year, at which meeting and at any special
meeting in lieu of an annual meeting, the stockholders shall elect
by a plurality vote of all shares entitled to vote thereat, taken
by ballot, a Board of Directors and transact such other business as
may properly come before the meeting.
5. Written notice of every meeting of
stockholders, stating the purpose or purposes for which the meeting
is called, the date, hour and place of the meeting and, with
respect to special meetings, by or at whose direction it is being
issued, shall be served either personally or by mail upon each
stockholder entitled to vote at such meeting, not less than ten
(10) nor more than fifty (50) days before the meeting, at such
address as appears for such stockholder on the books of the
corporation, unless he shall have filed with the Secretary of the
corporation a written request that notices intended for him be
mailed to some other address, in which case it shall be mailed to
the address designated in such request. Notice of all meetings may
be waived by any stockholder in writing or by attendance at such
meeting in person or by proxy.
6. Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by statute or the
certificate of incorporation, may be called by resolution of the
Board of Directors or by the Chairman of the Board, and shall be
called by the Chairman of Board, the President or the Secretary at
the request in writing by stockholders owning 75% in amount of the
capital stock issued and outstanding and entitled to vote thereat.
Such request (i) shall be served upon the Chairman of the Board,
the President or the Secretary at the Corporation's principal
office in the State of New York by registered or certified mail,
return receipt requested, (ii) shall set forth the name and address
of each stockholder requesting that a special meeting be called and
the class, series and number of shares held by each such
stockholder (iii) if made by an agent of any stockholder, shall
include a certification of such agent setting forth the source of
his authority to act for such stockholder, and (iv) shall state
with particularity the purpose or purposes of the proposed meeting
including, but not limited to, a description of the various acts
and proceedings to be approved or ratified at such meeting.
Business transacted at all special meetings shall be confined to
the purposes stated in the notice of meeting. Upon such written
request made in conformity with the requirements set forth herein,
the Chairman of the Board, President or Secretary shall serve a
notice of meeting as prescribed by statute and as may be set forth
in the certificate of incorporation or these by-laws, and shall
therein fix a date for the meeting which shall be no more than
ninety (90) days after receipt of such written request.
7. The holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or
by the certificate of incorporation or by these by-laws. When a
quorum is once present or represented to organize a meeting, it
shall not be deemed broken by the subsequent withdrawal of one or
more stockholders.
8. If a quorum shall not be present or represented, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting
of the time and place to which the meeting shall be adjourned until
a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the
meeting as originally called.
9. When a quorum is once present or represented at any
meeting, the vote of the holders of a majority of the stock
entitled to vote thereat present in person or represented by proxy,
shall decide any question and authorize any action by the
corporation (other than the election of directors) considered by
such meeting, unless the question is one upon which by express
provision of the statutes or of the certificate of incorporation or
of these by-laws, a different vote is required in which case such
express provision shall govern and control the decision of such
question.
10. Each stockholder of record having the right to vote
shall be entitled at every meeting of the stockholders of the
corporation to one vote for each share of stock entitled to vote
standing in the name of such stockholder on the books of the
corporation, and such votes may be cast either in person or by
written proxy.
11. Every proxy must be dated and executed in writing by
the stockholder or by his duly authorized attorney. No proxy shall
be valid after the expiration of eleven months from the date of its
execution unless it shall have specified therein its duration.
Every proxy shall be revocable at the pleasure of the person
executing it or of his personal representatives or assigns, unless
it is an irrevocable proxy which complies with the laws of the
State of New York.
Directors
12. The number of directors of the corporation shall be
fixed by the Board of Directors, and may be increased or decreased
from time to time by a majority vote of the then number of
directors, but the number of directors shall not in any event be
less than three. Only one of said directors shall be required to
be a stockholder and only one shall be required to be a citizen of
the United States and a resident of the State of New York.
Directors shall be elected by a plurality vote at the Annual
Meeting of Stockholders or at any meeting of stockholders held in
lieu of such Annual Meeting, which meeting, for the purposes of
these by-laws, shall be deemed the Annual Meeting, and at such
meeting each director shall be elected to serve until the next
Annual Meeting and until his successor shall be elected and shall
qualify. No decrease in the number of directors shall become
effective if the tenure of any director then in office would be
terminated thereby. If the number of directors be increased, the
additional directors may be elected by a majority of the directors
then in office, to hold office until the next Annual Meeting and
until their respective successors shall be elected and shall
qualify.
13. If the office of any director or directors becomes
vacant for any reason, the directors in office, whether or not
constituting a quorum, by affirmative vote of a majority thereof,
may choose a successor or successors who shall hold office for the
unexpired term in respect to which such vacancy occurred or until
the next election of directors, or any vacancy may be filled by the
stockholders at any meeting thereof.
Any director may be removed at any time with or
without cause at any meeting of the stockholders by the vote of the
holders of a majority of the shares then issued and outstanding and
who are entitled to vote for the election of directors except as
otherwise provided in Section 706 (c) (2) of the Business
Corporation Law of the State of New York, and any vacancy so
created shall be filled by the stockholders.
Any director of the corporation may resign at any
time by giving written notice to the Chairman of the Board or
Secretary of the corporation. Such resignation shall take effect
on the date of the receipt of such notice or at any later date
specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
14. The business of this corporation shall be managed by
its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws
required to be exercised or done by the stockholders.
15. The directors may hold their meetings, both regular
and special, at the office of the corporation, or at such other
places, either within or without the State of New York, as they may
from time to time determine.
16. Regular meetings of the Board may be held without
notice at such time and place as shall from time to time be
determined by resolution of the Board.
17. Special meetings of the Board may be called by the
Chairman of the Board on one day's notice to each director either
personally or by mail or by telegram; special meetings shall be
called by the Chairman of the Board or Secretary in a like manner
on the written request of two directors. Notice of any special
meeting need not specify the purpose or purposes of such meeting
and may be waived by any director by written waiver or by personal
attendance thereat.
18. At any meeting at which every member of the Board of
Directors shall be present, though held without notice, any
business may be transacted which might have been transacted if the
meeting had been duly called.
19. At all meetings of the Board the presence of a
majority of the entire number of directors shall be necessary to
constitute a quorum for the transaction of business. Any one or
more directors may participate in any meeting of the Board by means
of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each
other at the same time, and participation by such means shall
constitute presence in the meeting for all purposes of these by-
laws.
20. Any act of a majority present at a meeting, at which
there is a quorum, shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by
the certificate of incorporation or by these by-laws.
21. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
22. All contracts between the corporation and any of its
directors or between the corporation and any person, firm or
corporation with which such director is associated must be approved
by a majority of the whole Board of Directors excluding the vote of
the interested director.
Committees of Directors
23. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, appoint any
former outside director to be a Director Emeritus and to remain so
at the pleasure of the Board until such Director Emeritus reaches
the mandatory retirement age under the Corporation's Outside
Directors Retirement Plan. Directors Emeritus may be invited to
attend meetings of the Board or any committee of the board, and to
participate in discussions at such meetings but shall not be
entitled to vote or to serve as a member of the Board or any
committee thereof. Directors Emeritus shall not be entitled to
receive annual fees or meeting fees.
24. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate one
or more committees, each committee to consist of three or more of
the directors of the corporation, which, to the extent provided in
said resolution or resolutions, shall, except as otherwise provided
by statute, have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors.
25. The committees so designated shall take such actions
as may be appropriate to carry out the functions provided in the
respective resolutions of the Board designating such committees.
Such actions may be taken or evidenced by written instrument
executed by all members of any particular committee, or may be
taken at meetings at which a majority of the designated number of
members shall be present. Members of any committee may participate
in meetings of that committee by means of a conference telephone or
similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time, and
participation by such means shall constitute presence in the
meeting. The several committees shall report their proceedings to
the Board of Directors and to the Chairman of the Board as required
from time to time.
Compensation of Directors
26. Directors, as such, shall not receive any stated
salary for their services, but, by resolution of the Board, a fixed
annual fee, or a fixed fee per meeting attended, and expenses of
attendance, if any, may be allowed to those directors who are not
officers or employees of the corporation or any of its
subsidiaries; provided that nothing herein contained shall be
construed to preclude any director form serving the corporation in
any other capacity and receiving compensation therefor.
27. Members of special or standing committees of the
Board of Directors, whether or not officers and employees of the
corporation or its subsidiaries, may be allowed additional
compensation of the same type in such manner and amounts as the
Board of Directors shall fix.
Waiver of Notice
28. Whenever by statute, the provisions of the
certificate of incorporation or these by-laws, notice is required
to be given to any stockholder or director, personal notice may be
given but such notice may also be given in writing by first-class
mail, postage prepaid, or by straight telegram addressed to such
stockholder or director at his address as the same appears on the
books of the corporation (except as otherwise provided in these by-
laws), and such notice shall be deemed to be given at the same time
when the same shall be thus mailed or telegraphed.
Whenever by statute, the provisions of the
certificate of incorporation or these by-laws, the stockholders or
the Board of Directors are authorized to take any action after
notice, such notice may be waived, in writing, before or after the
holding of the meeting, by the person or persons entitled to such
notice, or, in the case of a stockholder, by his attorney thereunto
authorized. In addition, any stockholder attending a meeting of
stockholders in person or by proxy without protesting prior to the
conclusion of the meeting the lack of notice thereof to him, and
any director attending a meeting of the Board of Directors without
protesting prior to the meeting or at its commencement such lack of
notice, shall be conclusively deemed to have waived notice of such
meeting.
Officers
29. The officers of the corporation shall be a Chairman
of the Board of Directors, a President, a Secretary, a Treasurer,
a Controller and such Vice Chairman of the Board, Executive Vice
Presidents, Senior Vice Presidents and Vice Presidents, Assistant
Secretaries, Assistant Treasurers as the Board of Directors may,
from time to time, appoint. Any officer may hold more than one
office, except that the offices of President and Secretary may not
be held by the same person.
30. The directors, immediately after each annual meeting
of stockholders, shall elect from their number a Chairman of the
Board of Directors and shall also choose a President, a Secretary,
a Treasurer and a Controller who need not be members of the Board.
31. The Board may elect or appoint such other officers,
agents and employees as it shall deem necessary who shall have such
authority and shall perform such duties as from time to time shall
be prescribed by the Board. The salaries of all officers of the
corporation earning more than $300,000.00 per annum shall be fixed
by the Executive Incentive and Compensation Committee.
32. The officers of the corporation shall hold office
until the meeting of the Board of Directors following the next
annual meeting of stockholders and until their successors have been
elected or appointed and qualified. Any officer elected or
appointed by the Board of Directors may be removed, with or without
cause, at any time by the affirmative vote of a majority of the
directors then in office. If the office of any officer becomes
vacant for any reason, the vacancy may be filled by the Board of
Directors.
The Chairman of the Board
33. The Chairman of the Board shall be the Chief
Executive Officer of the corporation. He shall have general
charge, control and supervision of all the business and affairs of
the corporation, subject to the control of the Board of Directors.
He shall have power to execute on behalf of the corporation,
contracts, conveyances and other instruments, except in cases where
the signing, execution or delivery thereof shall be expressly
delegated by the Board or by these by-laws to some other officer or
agent of the corporation or where such documents shall be required
by law otherwise to be signed, executed or delivered, and he may
affix the seal of the corporation to any instrument which shall
require it, unless such seal shall have been affixed by the
Secretary or any Assistant Secretary. Except as may be otherwise
provided by or pursuant to these by-laws, he shall be ex-officio a
member of all committees of the Board of Directors, except for the
Audit Committee and the Executive Incentive and Compensation
Committee. He shall also perform such other duties as may be
assigned to him from time to time by the Board of Directors. He
shall preside at all meetings of the Board of Directors and of the
stockholders. He shall see that all orders and resolutions of the
Board of Directors are carried into effect. He shall have power to
appoint and fix the compensation of all employees and agents of the
corporation whose appointment and compensation are not otherwise
provided for; and to remove or suspend such employees and agents as
shall not have been appointed by the Board of Directors. He shall
make or cause to be made a report to the stockholders and to the
Board of Directors on all matters within his knowledge which in his
judgment the interests of the corporation may require to be brought
to their notice. Whenever in these by-laws the term "Chairman of
the Board" is mentioned or referred to, it shall mean the Chairman
of the Board of Directors of this corporation.
Vice Chairman of the Board
34. The Vice Chairman, if any, shall have such powers
and perform such duties as may be assigned to him from time to time
by the Board of Directors or the Chairman of the Board. He shall,
in the absence of the Chairman of the Board, preside at all
meetings of stockholders and directors. He shall have power to
execute, on behalf of the corporation, contracts, conveyances and
other instruments, except in cases where the signing or execution
or delivery thereof shall be expressly delegated by the Board or by
these by-laws to some other officer or agent of the corporation or
where such documents shall be required by law otherwise to be
signed, executed or delivered, and he may affix the seal of the
corporation to any instrument which shall require it, unless such
seal shall have been affixed by the Secretary or an Assistant
Secretary.
<PAGE>
The President
35. The President shall have such powers and perform
such duties as may be assigned to him from time to time by the
Board of Directors or the Chairman of the Board. The President
shall report directly to the Chairman of the Board. In the absence
of the Chairman of the Board or in case the office of Chairman of
the Board is vacant because of death or other cause, the President
shall have the authority to exercise the powers and perform the
duties of the Chairman of the Board, except to the extent otherwise
provided by these by-laws and except insofar as such powers shall
be limited by resolution of the Board of Directors. Except as may
be otherwise provided by or pursuant to these by-laws, he shall be
ex-officio a member of all committees of the Board of Directors,
except for the Audit Committee and the Executive Incentive and
Compensation Committee. He shall have power to execute, on behalf
of the corporation, contracts, conveyances and other instruments,
except in cases where the signing, execution or delivery thereof
shall be expressly delegated by the Board or by these by-laws to
some other officer or agent of the corporation or where any of them
shall be required by law otherwise to be signed, executed or
delivered, and he may affix the seal of the corporation to any
instrument which shall require it, unless such seal shall have been
affixed by the Secretary or an Assistant Secretary.
Executive Vice Presidents, Senior Vice
Presidents, and Vice Presidents
36. The Executive Vice Presidents, Senior Vice
Presidents, and Vice Presidents, respectively, if any, shall have
such powers and perform such duties as may be assigned to them from
time to time by the Board of Directors or the Chairman of the
Board. The Executive Vice Presidents, Senior Vice Presidents, and
Vice Presidents shall have authority to exercise the powers and
perform the duties required to carry on the corporation's affairs
in the areas to which they are assigned when authorized so to do by
the Board of Directors or the Chairman of the Board.
The Secretary
37. The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose.
He shall give or cause to be given notice of all meetings of
stockholders and special meetings of the Board of Directors and
shall perform such other duties as may be prescribed by the Board
of Directors. He shall keep in safe custody the seal of the
corporation and affix it to any instrument when authorized by the
Board of Directors. Assistant Secretaries, if appointed, shall
perform such duties as the Secretary or the Board of Directors may
delegate to them.
The Treasurer
38. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects
in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors. He
shall disburse the funds of the corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall
render to the President and directors at the regular meetings of
the Board, or whenever they may require it an account of all his
transactions as Treasurer and of the financial condition of the
corporation.
39. He shall, of required by the Board, give the
corporation a bond in such sum or sums and with such surety or
sureties as shall be satisfactory to the Board, conditioned upon
the faithful performance of his duties and for the restoration to
the corporation in case of his death, resignation, retirement or
removal from office of all books, papers, vouchers, money and other
property of whatever kind in his possession, or under his control
belonging to the corporation. Assistant Treasurers, if appointed
by the Board of Directors, shall perform such duties as the
Treasurer or the Board of Directors may prescribe.
Certificates of Stock
40. The certificates of stock of the corporation shall
be numbered and shall be entered in the books of the corporation as
they are signed. Each such certificate, when issued, shall be
signed by the Chairman of the Board, the President or a Vice
President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. If any stock certificate is
(i) countersigned by a transfer agent or an assistant transfer
agent or (ii) registered by a registrar other than the corporation
itself or its employees, the signatures of such officers or any of
them may be facsimiles. Each such certificate shall, when issued,
set forth on the face or back thereof such statements and other
information as may be necessary to comply with the requirements of
the then applicable laws of the State of New York.
Transfers of Stock
41. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation or
its transfer agent to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.
Record Dates
42. For the purpose of determining the stockholders
entitled to notice of and to vote at any meeting or to express
consent to or dissent from any proposal without a meeting, or for
the purpose of determining stockholders entitled to receive payment
of any dividend or distribution or the allotment of any rights, or
for the purpose of any other action affecting the interest of
stockholders, the Board of Directors may fix, in advance, a record
date. Such date shall not be more than fifty nor less than ten
days before the date of any such meeting or proposed action.
In each such case, except as otherwise provided by
law, only such persons as shall be stockholders of record on the
date so fixed shall be entitled to notice of and to vote at such
meeting or to express such consent or dissent, or to receive
rights, or otherwise to be recognized as stockholders for the
relevant purpose, notwithstanding any registration of transfer of
shares on the books of the corporation after any such record date
so fixed.
Registered Stockholders
43. The corporation shall be entitled to treat the
holder of record of any share or shares of its capital stock as the
holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided
by the laws of New York.
Lost Certificate
44. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have
been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or
destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of
such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or give the corporation a bond in such sum with such
surety or sureties as it may direct as indemnity against any claim
that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
Dividends
45. Dividends upon the capital stock of the corporation,
subject to the restrictions and limitations, if any, contained in
statutes or in the certificate of incorporation, may be declared by
the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in property, or in shares of the
capital stock, unless otherwise provided in the certificate of
incorporation.
Reserves
46. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the best interest
of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
Checks and Other Instruments
47. All checks or demands for money and notes or other
instruments evidencing indebtedness or other obligations of the
corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to
time designate.
Fiscal Year
48. Commencing with fiscal year 1994, the last day of
each fiscal year shall be the Friday closest to June 30 and the
first day of each subsequent fiscal year shall be the first day
next following the last day of the previous fiscal year.
Seal
49. The seal of the corporation shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, New York". The seal may be used by
causing it to be impressed or affixed directly on the instrument or
writing to be sealed, or upon adhesive substance affixed thereto.
The seal on any corporate obligation for the payment of money
issued under an Indenture entered into with a corporate trustee,
and upon its stock certificates whenever a transfer agent or
registrar is appointed, may be a facsimile, engraved or printed.
Stock in Other Corporations
50. Shares of stock or certificates representing the
voting power in other corporations held by the corporation shall be
voted by such officer or officers of the corporation as the Board
of Directors by a majority vote shall from time to time designate
for that purpose or by a proxy thereunto duly authorized by like
vote of the Board.
Inspection of Books
51. The directors shall determine from time to time
whether, and if allowed, when and upon what conditions and
regulations the accounts and books of the corporation (except such
as may be statute be specifically opened to inspection) shall be
opened to the inspection of the stockholders, and the stockholders'
rights in this respect are and shall be restricted and limited
accordingly.
Amendments
52. These by-laws may be amended, altered or added to by
the vote of the Board of Directors of this corporation at any
regular meeting of said Board, or at a special meeting of directors
called for that purpose provided a quorum of the directors as
provided by law and by the certificate of incorporation, are
present at such regular or special meeting. These by-laws, and any
amendments thereto and new by-laws added by the directors may be
amended, altered or replaced by the stockholders at any annual or
special meeting of the stockholders.
Conflicting Provisions
53. If any provision of the certificate of incorporation
of the corporation, as from time to time amended, or of any plan,
program or other action adopted, authorized or taken by the
stockholders of the corporation heretofore or hereafter, shall
conflict with these by-laws or any provision thereof, such charter
provision, or provision of a plan, program, or other action
adopted, authorized or taken by the stockholders shall control.
Indemnification
54. A. The Corporation shall indemnify, and advance
the expenses of, any director, officer or employee to the full
extent permitted by the New York Business Corporation Law as the
same now exists or may hereafter be amended.
B. The indemnification and advancement of expenses
granted pursuant to this Section 53 shall not be exclusive or
limiting of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled when
authorized by (i) a resolution of shareholders, (ii) a resolution
of directors or (iii) an agreement providing for such
indemnification; provided that no indemnification may be made to or
on behalf of any such person if a judgment or other final
adjudication adverse to such person establishes that his acts were
committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated,
or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
C. No amendment, modification or rescission of
these By-Laws shall be effective to limit any person's right to
indemnification with respect to any alleged cause of action that
accrues or other incident or matter that occurs prior to the date
on which such modification, amendment or rescission is adopted.
Controller
55. The Controller shall maintain adequate records of
all assets, liabilities, and transactions of the corporation; shall
see that adequate audits thereof are currently and regularly made;
and, in conjunction with other officers and department heads, shall
initiate and enforce measures and procedures whereby the business
of the corporation shall be conducted with the maximum safety,
efficiency and economy. He shall have the authority to sign Form
10-Q's as the chief accounting officer of the corporation and Form
10-K's as the chief accounting officer of the corporation, as
required by the Securities and Exchange Commission, and to exercise
such other powers, and perform such other duties, as may be
assigned to him from time to time by the Board of Directors.
EXHIBIT 10.1
EMPLOYMENT EXTENSION AGREEMENT
This Agreement made this 29th day of November, 1993 by and
between Leon Machiz residing at 5 Hamptworth Court, Kings Point,
New York 11024 ("Machiz") and Avnet, Inc., a New York corporation
with offices at 80 Cutter Mill Road, Great Neck, New York 11021
(the "Corporation").
W I T N E S S E T H :
On February 28, 1990 the parties entered into a written
employment agreement wherein and whereby the Corporation and Machiz
agreed that Machiz would be employed by the Corporation for a
period of five years commencing as of July 1, 1989 and terminating
June 30, 1994 (the "Employment Agreement").
The parties are desirous of continuing the employment of
Machiz by the Corporation beyond June 30, 1994 under the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the sum of $1.00 each to
the other and in hand paid, the receipt whereof is hereby
acknowledged and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. The Employment Agreement shall be extended for an additional
period of two years from July 1, 1994 through June 30, 1996
(the "Extension").
2. The Extension shall be on the same terms and conditions as are
set forth in the Employment Agreement; provided, however, that
(i) the date "June 30, 1994" as it appears in Paragraphs 2 and
5 of the Employment Agreement shall be changed to read "June
30, 1996" and the "Date of Termination of Full-Time
Employment" with respect to Machiz shall mean June 30, 1996
(or the earlier of Machiz' death or termination of the
Employment Agreement, as hereby extended, pursuant to
Paragraph 5 thereof); (ii) the date "June 30, 1999" as it
appears in Paragraphs 7, 8(a) and 8(d) of the Employment
Agreement shall be changed to read "June 30, 2001"; (iii) for
the sake of clarification, the term "extraordinary items of
profit or loss" in Paragraph 4(b) of the Employment Agreement
shall include unusual and/or infrequent items, which items are
also either (a) material in the sense of being equal to at
least 5% of the Corporation's pre-tax income for the
applicable fiscal year or (b) required to be disclosed
separately or by footnote in the Corporation's financial
statements for the applicable fiscal year as filed with the
Corporation's Annual Report on Form 10K; and (iv) Paragraph 18
of the Employment Agreement shall be disregarded and be of no
force or effect with respect to the Extension.
3. Notwithstanding anything to the contrary, any "additional amount" of
remuneration and compensation to which Machiz may from time to time
become entitled with respect to the Extension pursuant to Paragraph 4(b)
of the Employment Agreement shall not be paid to him until the later of
(i) the time provided for in the Employment Agreement and (ii) July 1,
1996; provided, however, that in the event Machiz continues
full-time employment in any capacity with the Corporation
after June 30, 1996 then the payment of any said "additional
amount" or portion thereof shall continue to be deferred as
necessary so that the sum of the annual base compensation then
being paid by the Corporation to Machiz for any fiscal year
together with the portion of the "additional amount" to be
paid during that fiscal year does not exceed $1,000,000. Any
portion of the "additional amounts" which are deferred beyond
the date when such "additional amounts" would otherwise be
payable to Machiz pursuant to Paragraph 4(b) of the Employment
Agreement shall accrue interest at a rate, to be calculated
monthly, equal to two (2) percentage points less than the
prime rate charged by Chase Manhattan Bank, New York City, to
its best corporate customers. Any interest so accrued shall
become payable to Machiz at such time as the final principal
payment of the "additional amounts" is made to him. By way of
example, in the event Machiz were to continue full-time
employment with the Corporation beyond June 30, 1996 at an
annual base compensation of $600,000 and the "additional
amounts" payable to him during the fiscal year beginning July
1, 1996 were to total $900,000, then, in addition to his base
compensation of $600,000 for the fiscal year beginning July 1,
1996 Machiz would receive $400,000 of the "additional amounts"
on July 1, 1996 (or as soon thereafter as such amounts become
payable pursuant to the Employment Agreement) and the
remaining $500,000 of the "additional amounts" would continue
to be deferred until subsequent fiscal years. In this
example, if Machiz' base compensation remained at $600,000 for
the fiscal year beginning July 1, 1997, then he would receive
another $400,000 of the "additional amounts" during fiscal
1997; and he would receive the final $100,000 of the
"additional amounts" in fiscal 1998 together with any interest
accrued with respect to the "additional amounts".
4. All benefits earned by Machiz under the Employment Agreement
shall remain in full force and effect and shall not be
modified, cancelled or terminated under any circumstance.
5. The consulting arrangement described in Section 7 of the
Employment Agreement (the "Consulting Agreement") is non-
cancelable and shall remain in full force and effect. In the
event a new employment agreement is not entered into by the parties by
June 30, 1996 for any reason other than Machiz'
death or his prior exercise of his right to terminate his
full-time employment as provided in Paragraph 5 of the
Employment Agreement, the Consulting Agreement shall take
effect on July 1, 1996 and terminate on June 30, 2001.
6. This Extension Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of
New York, other than the conflicts of laws principals thereof.
7. This Extension Agreement, together with the Employment
Agreement it modifies, contains the entire agreement of the
parties with respect to the subject matter herein and no
waiver, modification or change of any of its provisions shall
be valid unless in writing and signed by the party against
whom such claimed waiver, modification or change is sought to
be enforced.
8. All notices pursuant hereto shall be given by registered or
certified mail, return receipt requested, addressed to the
parties hereto at the addresses set forth above, or to such
other addresses as may hereafter be specified by notice in
writing in the same manner by any party or parties.
9. In the event there are any terms and conditions of the
Employment Agreement which conflict with the terms and
conditions of this Extension Agreement, the terms and
conditions of this Extension Agreement shall supersede such
terms and conditions of the Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first set forth above.
AVNET, INC.
By: s/Raymond Sadowski
Senior Vice President and
Chief Financial Officer
s/Leon Machiz
Leon Machiz
EXHIBIT 10.2
<PAGE>
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of
December 31, 1992 by Hall-Mark Electronics Corporation (the "Company") and
Joseph W.Semmer ("Officer").
1. Employment and Duties. Officer is hereby employed by the Company in
the capacity of President and Chief Executive Officer and shall have such
duties and responsibilities as may be specified from time to time by the
Board of Directors (the "Board") or such person as the Board may designate.
During the term (as defined below), Officer shall devote his full business
time and energy to the interests and affairs of the Company and shall not,
without the Company's written consent, render to others services of any kind
for compensation,or engage in any other activity that would materially
interfere with the performance of his duties hereunder.
2. Term. This Agreement shall become effective as of January 1, 1993 and
shall terminate on December 31, 1996 or if terminated prior thereto pursuant
to Section 4 hereof, on the date of such termination (the "Term").
3. Compensation.
3.1 Salary and Bonus. During the Term, Officer shall be entitled to
receive:(i) base salary of $240,000 per year payable in such periodic
installations as may be customary for salaried employees and subject to all
required tax and other withholdings; and (ii) bonuses in accordance with the
bonus plan or plans described in Schedule 1 attached hereto.
3.2 Benefits. During the Term, Officer shall be entitled to
receive those employee benefits that may be made available by the Company
from time to time for its employees generally.
4. Termination.
4.1 Termination Upon Death or Resignation. This Agreement shall
terminate upon Officer's death or resignation.
4.2 Termination Due to Disability. The Company may, on 10 days'
written notice, terminate this Agreement in the event that Officer has been
unable to perform substantially all of his duties under this Agreement for a
period of 90 days, or can reasonably be expected to be unable to do so for
such period, as the result of physical or mental impairment.
4.3 Termination for Cause. The Company may, on 10 days' written
notice, terminate this Agreement for cause if Officer (i) materially breaches
this Agreement, (ii) is convicted by a court of competent jurisdiction of a
felony, (iii) refuses, fails or neglects to perform his duties hereunder or
(iv) engages in illegal or other wrongful conduct substantially
detrimental to the business of the Company.
4.4 Termination Without Cause. The Company may, on 10 days'
written notice, terminate this Agreement without cause at any time; provided,
however, in the event of any such termination, Officer shall be entitled to
receive the salary and benefits provided for in Section 3 hereof through
December 31, 1996.
5. Miscellaneous.
5.1 Amendments. This Agreement may be amended only by a written
instrument signed by both parties.
5.2 Integration. This Agreement constitutes the complete and
exclusive statement of the agreement between the parties and supersedes all
prior and concurrent proposals, understandings and agreements, whether oral
or written, and all other communications between the parties, relating to the
subject matter of this Agreement.
5.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement as of the date first written above.
OFFICER HALL-MARK ELECTRONICS CORPORATION
s/Joseph W. Semmer By: s/Jack A. Turpin
Signature
Joseph W. Semmer Its: CHAIRMAN
President
<PAGE>
EXHIBIT A
HALL-MARK ELECTRONICS CORPORATION
1993 MANAGEMENT INCENTIVE COMPENSATION PLAN
Section 1. Description and Purpose of the Plan. This
is the 1993 Management Incentive Compensation Plan of Hall-Mark
Electronics Corporation, a Delaware corporation (the "Company"),
which shall be effective as of January 1, 1993 (the "Plan"). The
Plan shall remain in effect through the Company's fiscal year
ending December 31, 1996, subject to the provisions set forth
herein. The purpose of this Plan is to further the growth,
development and financial success of the Company and Allied
Electronics, Inc., its wholly-owned subsidiary, by providing
additional financial incentives to certain officers of the
Company which are based on the Company's financial performance
for a fiscal year period.
Section 2. Participants and Incentive Payment.
(a) The officers set forth below (collectively, the
"Participants" which term shall include any other officers
designated as Participants pursuant to Section 6 hereof) shall be
entitled to an incentive payment (the "Incentive Payment") for
each fiscal year while this Plan is in effect, subject to the
terms and conditions hereof, equal to the greater of (a) the
product of the applicable dollar amount set forth in the table
below times the number of Basis Points for the fiscal year in
question (each cent by which the Company's Income Per Common
Share (as defined below) exceeds $1.00 shall constitute one Basis
Point) or (b) the amount set forth in the annual compensation
plan for each Participant which shall be established each fiscal
year by the Chief Executive Officer of the Company; provided that
the Chief Executive Officer's annual compensation plan shall be
established each fiscal year by the Chairman of the Company, in
each case minus the applicable withholding for tax purposes.
Name of Officer Incentive Amount
Jack A. Turpin $2,000
Joseph W. Semmer 2,000
George E. Privett 2,000
Charles B. Smith 1,000
Bruce Evashevski 1,000
Scott A. Turpin 500
As an example of the foregoing, if the Company's Income Per
Common Share is $1.50, the Incentive Payment to an officer whose
incentive amount equals $1,000 would be $50,000 ($1.50 - $1.00 =
50 Basis Points x $1,000 = $50,000, assuming no tax withholding).
(b) The Income Per Common Share of the Company for
each applicable fiscal year and any financial calculation related
thereto shall be determined by taking into account the Incentive
Payments earned by all Participants for such fiscal year.
(c) Subject to Section 4, all financial calculations
required to determine the Company's Income Per Common Share as
set forth in this Plan shall be made in accordance with generally
accepted accounting principles consistently applied using to the
extent applicable the generally accepted accounting principles
used in the preparation of the Consolidated Financial Statements
of the Company. For purposes of this Plan, the "Company's Income
Per Common Share" shall mean the Company's Income Per Common
Share from continuing operations before extraordinary items as
determined in accordance with the accounting principles and
practices described above.
Section 3. Method of Payment. The Company shall use
its reasonable best efforts to pay the Incentive Payment due to
each Participant for the applicable fiscal year within 2-1/2
months of the end of such fiscal year, provided that if the
Company is unable to make such Incentive Payments due to the lack
of completed audited Consolidated Financial Statements for such
fiscal year or other administrative or economic impractability,
then the Company shall make such Incentive Payments promptly
after the issuance of audited Consolidated Financial Statements
or the resolution of other administrative or economic
impractability.
Section 4. Adjustments to the Incentive Payments.
(a) If a Participant voluntarily terminates his full-
time employment with the Company or the Company terminates the
Participant's full-time employment for cause (as defined below),
in each case at any time prior to the end of any fiscal year,
such Participant shall not be eligible for any Incentive Payment
that would otherwise be paid at the end of such fiscal year. In
the event that a Participant is unable to discharge his duties to
the Company as a full-time employee, due to (i) temporary or
permanent disability of the Participant, (ii) death of the
Participant, (iii) Retirement (as defined below) of the
Participant, or (iv) termination of the Participant by the
Company for any reason other than for Cause, the Board of
Directors or its Compensation Committee may reduce, in its sole
discretion, the aggregate Incentive Payment to be made to such
Participant (or such Participant's estate in the event of such
Participant's death) on a pro rata basis determined by the ratio
of the number of days Participant was unable to perform his
duties with the Company as a full-time employee to the number of
days Participant would have been expected, absent the occurrence
of such event or circumstances, to perform his duties with the
Company as a full-time employee in accordance with the Company's
employment policies and practices, the Participant's employment
agreement with the Company, and applicable law. Such Incentive
Payment will be paid in accordance with Section 3 hereof. For
purposes of this Plan, "Cause" shall mean (i) a material breach
of any employment agreement with the Company or any subsidiary of
the Company, (ii) conviction of or a plea of nolo contendere to a
felony or any crime involving moral turpitude, (iii) the refusal,
failure or neglect to perform consistently the duties directed to
be performed by the Board of Directors or the Chief Executive
Officer of the Company or any subsidiary of the Company or
prescribed under any employment agreement with the Company or any
subsidiary of the Company, (iv) participation in any fraud,
embezzlement, defalcation or other illegal or wrongful conduct
detrimental to the business or reputation of the Company, (v)
development or pursuit of interests substantially adverse to the
Company, (vi) communication of material confidential information
relating to the Company, any subsidiary of the Company or their
businesses to competitors or to other third parties which causes
or is reasonably likely to cause damage to the Company other than
in the course of carrying out assigned duties, or (vii) a
material breach or violation by the Participant of the Company's
policies and procedures. "Retirement" shall mean the voluntary
termination of employment of a Participant on terms determined by
the Board of Directors of the Company or the Compensation
Committee in its sole discretion.
(b) The Company's Income Per Common Share shall be
subject to adjustment by the Company's Board of Directors or its
Compensation Committee, in its sole discretion, (i) to include or
exclude, in whole or in part, any items of income, expense,
profit or loss that the Company's Board of Directors or its
Compensation Committee, in its sole discretion, may deem to be
either of an unusual or non-recurring nature or outside the scope
of the regular operations of the business and (ii) to provide, in
whole or in part, for any other item or expense or contingency
that the Company's Board of Directors or Compensation Committee,
in its sole discretion, may deem advisable and for such other
adjustments as the Company's Board of Directors or Compensation
Committee, in its sole discretion, believes are required for
consistency or to otherwise fairly carry out the purpose of the
Plan. Such items the Board of Directors or Compensation
Committee may consider shall include but not be limited to any
merger or consolidation of the Company or its subsidiaries,
purchase of the assets or capital stock of another entity,
discontinuation of any operations or the sale of assets and/or
capital stock of the Company or it subsidiaries outside of the
ordinary course of business, in each case in a single transaction
or a series of transactions, which does not result in a Change of
Control (as defined below) of the Company or its subsidiaries.
(c) Upon the occurrence of any merger, consolidation,
sale of all or substantially all of the assets or capital stock
of the Company or its subsidiaries or liquidation or dissolution
of the Company or any of its subsidiaries, in each case which,
directly or indirectly, results in a Change of Control of the
Company or its subsidiaries or any other transaction which
directly or indirectly results in a Change of Control of the
Company or its subsidiaries, the Board of Directors of the
Company in its sole discretion, may terminate the Plan upon 30
days of notice to the Participants, provided that each
Participant shall be entitled to his pro rata share of the
applicable Incentive Payment, subject to adjustment as provided
below, determined by the ratio of the number of days Participant
performed his duties with the Company as a full-time employee
from the end of the last fiscal year to the date the Plan has
been terminated to the number of days a Participant would have
been expected to perform his duties with the Company as a full-
time employee in the applicable fiscal year in accordance with
the Company's employment policies and practices, the
Participant's employment agreement with the Company and
applicable law. Such Incentive Payment will be paid at the sole
discretion of the Board of Directors or its Compensation
Committee, shortly after the Plan is terminated or in any event
no later than provided in Section 3. For purposes of this
Section 4(c), the Company's Income Per Common Share may be
calculated, in the sole discretion of the Board of Directors of
the Company or its Compensation Committee, by annualizing the Net
Income of the Company for the period beginning on the first day
of the current fiscal year and ending on the date the Plan has
been terminated; provided that the Board of Directors of the
Company or its Compensation Committee, in its sole discretion,
may take into account seasonal adjustments in the Company's Net
Income for such period if it believes such adjustments are
required for consistency or to otherwise fairly carry out the
purpose of the Plan.
(d) For purposes of this Section 4, "Change of
Control" shall mean (i) the acquisition in one or more
transactions of beneficial ownership (within the meaning of Rule
13d(3) under the Securities Act of 1934, as amended) by (y) any
person on entity (other than FS Equity Partners II, L.P., a
California limited partnership ("FSEP") and its affiliates) or
(z) any group (as defined in Section 13(d) under the Securities
Act of 1934, as amended) other than FSEP and its affiliates of
any Capital Stock of the Company such that, as a result of such
acquisition such person, entity or group has the ability to
elect, directly or indirectly, a majority of the members of the
Board of Directors of the Company, or (ii) the sale of all or
substantially all of the assets of the Company (including the
capital stock of any subsidiary) or its subsidiaries, in a single
transaction or a series of related transactions, to any person or
persons. "Capital Stock" shall mean any and all shares,
interests, participations, rights in or other equivalents
(however designated) of the Company's Capital Stock and all
options, warrants and other rights to acquire such Capital Stock.
Section 5. Administration. The Plan shall be
administered by the Board of Directors of the Company or the
Compensation Committee (the "Administrators"), at the Board of
Directors' sole discretion. The Administrators shall meet at
such times and places as they determine and as required by the
By-laws of the Company and may meet through a telephone
conference call. The interpretation and construction by the
Administrators of any provision of the Plan shall be final. No
Administrator shall be liable for any action or determination
made in good faith with respect to the Plan.
Section 6. Amendments. The Board of Directors or the
Compensation Committee may make such amendments to the Plan as it
shall deem advisable in its sole discretion, including the
addition or deletion of Participants in the Plan.
Section 7. Entire Agreement. This Plan contains the
entire agreement between the parties hereto with respect to the
matters contemplated herein and supersedes all prior agreements
or understandings among the parties hereto relating to such
matters.
EXHIBIT 10.3
<PAGE>
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered
into as of April 20, 1993 by Hall-Mark Electronics Corporation (the
"Company") and Bruce Evashevski ("Officer").
1. Employment and Duties. Officer is hereby employed
by he Company in the capacity of Vice President, Treasurer and
Chief Financial Officer and shall have such duties and
responsibilities as may be specified from time to time by the Board
of Directors (the "Board") or such person as the Board may
designate. During the term (as defined below), Officer shall
devote his full business time and energy to the interests and
affairs of the Company and shall not, without the Company's written
consent, render to others services of any kind for compensation, or
engage in any other activity that would materially interfere with
the performance of his duties hereunder.
2. Term. This Agreement shall become effective as of
the effective date of the merger by and between the Company and
Avnet, Inc., and shall terminate on April 15, 1995, or, if
terminated prior thereto pursuant to Section 4 hereof, on the date
of such termination (the "Term").
3. Compensation.
3.1 Salary. During the Term, Officer shall be
entitled to receive a base salary of $120,000 per year payable in
such periodic installations as may be customary for salaried
employees and subject to all required tax and other withholdings.
3.2 Benefits. During the Term, Officer shall be
entitled to receive those employee benefits that may be made
available by the Company from time to time for its employees
generally.
4. Termination.
4.1 Termination Upon Death or Resignation. This
Agreement shall terminate upon Officer's death or resignation.
4.2 Termination Due to Disability. The Company
may, on ten days' written notice, terminate this Agreement in the
event that Officer has been unable to perform substantially all of
his duties under this Agreement for a period of 90 days, or can
reasonably be expected to be unable to do so for such period, as a
result of physical or mental impairment.
4.3 Termination for Cause. The Company may, on ten
days' written notice, terminate this Agreement for cause if Officer
(i) materially breaches this Agreement, (ii) is convicted by a
court of competent jurisdiction of a felony, (iii) refuses, fails
or neglects to perform his duties hereunder or (iv) engages in
illegal or other wrongful conduct substantially detrimental to the
business of the Company.
4.4 Termination Without Cause. The Company may, on
ten days' written notice, terminate this Agreement without cause at
any time; provided, however, in the event of any such termination,
Officer shall be entitled to receive the salary and benefits
provided in Section 3 hereof through April 15, 1995.
5. Miscellaneous.
5.1 Amendments. This Agreement may be amended
only by a written instrument signed by both parties.
5.2 Integration. This Agreement constitutes the
complete and exclusive statement of the agreement between the
parties and supersedes all prior and concurrent proposals,
understandings and agreements, whether oral or written, and all
other communications between the parties, relating to the subject
matter of this Agreement.
5.3 Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS.
IN WITNESS WHEREOF, the undersigned have executed this
Employment Agreement as of the date first written above.
OFFICER HALL-MARK ELECTRONICS
CORPORATION
s/Bruce Evashevski By: s/Joseph W. Semmer
Bruce Evashevski
Vice President, Treasurer Its: President
and Chief Financial Officer
EXHIBIT 10.4
<PAGE>
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of
December 31, 1992 by Hall-Mark Electronics Corporation (the "Company") and
George E. Privett ("Officer").
1. Employment and Duties. Officer is hereby employed by the Company in
the capacity of Senior Vice President and shall have such duties and
responsibilities as may be specified from time to time by the Board of
Directors (the "Board") or such person as the Board may designate. During
the term (as defined below), Officer shall devote his full business time
and energy to the interests and affairs of the Company and shall not, without
the Company's written consent, render to others services of any kind for
compensation, or engage in any other activity that would materially interfere
with the performance of his duties hereunder.
2. Term. This Agreement shall become effective as of January 1, 1993 and
shall terminate on December 31, 1996 or if terminated prior thereto pursuant
to Section 4 hereof, on the date of such termination (the "Term").
3. Compensation.
3.1 Salary and Bonus. During the Term, Officer shall be entitled to
receive: (i) base salary of $180,000 per year payable in such periodic
installations as may be customary for salaried employees and subject to all
required tax and other withholdings; and (ii) bonuses in accordance with the
bonus plan or plans described in Schedule 1 attached hereto.
3.2 Benefits. During the Term, Officer shall be entitled to receive
those employee benefits that may be made available by the Company from time
to time for its employees generally.
4. Termination.
4.1 Termination Upon Death or Resignation. This Agreement shall
terminate upon Officer's death or resignation.
4.2 Termination Due to Disability. The Company may, on 10 days'
written notice, terminate this Agreement in the event that Officer has been
unable to perform substantially all of his duties under this Agreement for a
period of 90 days, or can reasonably be expected to be unable to do so for
such period, as the result of physical or mental impairment.
4.3 Termination for Cause. The Company may, on 10 days' written
notice, terminate this Agreement for cause if Officer (i) materially breaches
this Agreement, (ii) is convicted by a court of competent jurisdiction of a
felony, (iii) refuses, fails or neglects to perform his duties hereunder or
(iv) engages in illegal or other wrongful conduct substantially
detrimental to the business of the Company.
4.4 Termination Without Cause. The Company may, on 10 days'
written notice, terminate this Agreement without cause at any time; provided,
however, in the event of any such termination, Officer shall be entitled to
receive the salary and benefits provided by Section 3 hereof through December
31, 1996.
5. Miscellaneous.
5.1 Amendments. This Agreement may be amended only by a written
instrument signed by both parties.
5.2 Integration. This Agreement constitutes the complete and exclusive
statement of the agreement between the parties and supersedes all prior and
concurrent proposals, understandings and agreements, whether oral or written,
and all other communications between the parties, relating to the subject
matter of this Agreement.
5.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement as of the date first written above.
OFFICER HALL-MARK ELECTRONICS CORPORATION
s/George E. Privett By: s/Joseph W. Semmer
Signature
George E. Privett Its: PRESIDENT
Sr. Vice President
<PAGE>
EXHIBIT A
HALL-MARK ELECTRONICS CORPORATION
1993 MANAGEMENT INCENTIVE COMPENSATION PLAN
Section 1. Description and Purpose of the Plan. This
is the 1993 Management Incentive Compensation Plan of Hall-Mark
Electronics Corporation, a Delaware corporation (the "Company"),
which shall be effective as of January 1, 1993 (the "Plan"). The
Plan shall remain in effect through the Company's fiscal year
ending December 31, 1996, subject to the provisions set forth
herein. The purpose of this Plan is to further the growth,
development and financial success of the Company and Allied
Electronics, Inc., its wholly-owned subsidiary, by providing
additional financial incentives to certain officers of the
Company which are based on the Company's financial performance
for a fiscal year period.
Section 2. Participants and Incentive Payment.
(a) The officers set forth below (collectively, the
"Participants" which term shall include any other officers
designated as Participants pursuant to Section 6 hereof) shall be
entitled to an incentive payment (the "Incentive Payment") for
each fiscal year while this Plan is in effect, subject to the
terms and conditions hereof, equal to the greater of (a) the
product of the applicable dollar amount set forth in the table
below times the number of Basis Points for the fiscal year in
question (each cent by which the Company's Income Per Common
Share (as defined below) exceeds $1.00 shall constitute one Basis
Point) or (b) the amount set forth in the annual compensation
plan for each Participant which shall be established each fiscal
year by the Chief Executive Officer of the Company; provided that
the Chief Executive Officer's annual compensation plan shall be
established each fiscal year by the Chairman of the Company, in
each case minus the applicable withholding for tax purposes.
Name of Officer Incentive Amount
Jack A. Turpin $2,000
Joseph W. Semmer 2,000
George E. Privett 2,000
Charles B. Smith 1,000
Bruce Evashevski 1,000
Scott A. Turpin 500
As an example of the foregoing, if the Company's Income Per
Common Share is $1.50, the Incentive Payment to an officer whose
incentive amount equals $1,000 would be $50,000 ($1.50 - $1.00 =
50 Basis Points x $1,000 = $50,000, assuming no tax withholding).
(b) The Income Per Common Share of the Company for
each applicable fiscal year and any financial calculation related
thereto shall be determined by taking into account the Incentive
Payments earned by all Participants for such fiscal year.
(c) Subject to Section 4, all financial calculations
required to determine the Company's Income Per Common Share as
set forth in this Plan shall be made in accordance with generally
accepted accounting principles consistently applied using to the
extent applicable the generally accepted accounting principles
used in the preparation of the Consolidated Financial Statements
of the Company. For purposes of this Plan, the "Company's Income
Per Common Share" shall mean the Company's Income Per Common
Share from continuing operations before extraordinary items as
determined in accordance with the accounting principles and
practices described above.
Section 3. Method of Payment. The Company shall use
its reasonable best efforts to pay the Incentive Payment due to
each Participant for the applicable fiscal year within 2-1/2
months of the end of such fiscal year, provided that if the
Company is unable to make such Incentive Payments due to the lack
of completed audited Consolidated Financial Statements for such
fiscal year or other administrative or economic impractability,
then the Company shall make such Incentive Payments promptly
after the issuance of audited Consolidated Financial Statements
or the resolution of other administrative or economic
impractability.
Section 4. Adjustments to the Incentive Payments.
(a) If a Participant voluntarily terminates his full-
time employment with the Company or the Company terminates the
Participant's full-time employment for cause (as defined below),
in each case at any time prior to the end of any fiscal year,
such Participant shall not be eligible for any Incentive Payment
that would otherwise be paid at the end of such fiscal year. In
the event that a Participant is unable to discharge his duties to
the Company as a full-time employee, due to (i) temporary or
permanent disability of the Participant, (ii) death of the
Participant, (iii) Retirement (as defined below) of the
Participant, or (iv) termination of the Participant by the
Company for any reason other than for Cause, the Board of
Directors or its Compensation Committee may reduce, in its sole
discretion, the aggregate Incentive Payment to be made to such
Participant (or such Participant's estate in the event of such
Participant's death) on a pro rata basis determined by the ratio
of the number of days Participant was unable to perform his
duties with the Company as a full-time employee to the number of
days Participant would have been expected, absent the occurrence
of such event or circumstances, to perform his duties with the
Company as a full-time employee in accordance with the Company's
employment policies and practices, the Participant's employment
agreement with the Company, and applicable law. Such Incentive
Payment will be paid in accordance with Section 3 hereof. For
purposes of this Plan, "Cause" shall mean (i) a material breach
of any employment agreement with the Company or any subsidiary of
the Company, (ii) conviction of or a plea of nolo contendere to a
felony or any crime involving moral turpitude, (iii) the refusal,
failure or neglect to perform consistently the duties directed to
be performed by the Board of Directors or the Chief Executive
Officer of the Company or any subsidiary of the Company or
prescribed under any employment agreement with the Company or any
subsidiary of the Company, (iv) participation in any fraud,
embezzlement, defalcation or other illegal or wrongful conduct
detrimental to the business or reputation of the Company, (v)
development or pursuit of interests substantially adverse to the
Company, (vi) communication of material confidential information
relating to the Company, any subsidiary of the Company or their
businesses to competitors or to other third parties which causes
or is reasonably likely to cause damage to the Company other than
in the course of carrying out assigned duties, or (vii) a
material breach or violation by the Participant of the Company's
policies and procedures. "Retirement" shall mean the voluntary
termination of employment of a Participant on terms determined by
the Board of Directors of the Company or the Compensation
Committee in its sole discretion.
(b) The Company's Income Per Common Share shall be
subject to adjustment by the Company's Board of Directors or its
Compensation Committee, in its sole discretion, (i) to include or
exclude, in whole or in part, any items of income, expense,
profit or loss that the Company's Board of Directors or its
Compensation Committee, in its sole discretion, may deem to be
either of an unusual or non-recurring nature or outside the scope
of the regular operations of the business and (ii) to provide, in
whole or in part, for any other item or expense or contingency
that the Company's Board of Directors or Compensation Committee,
in its sole discretion, may deem advisable and for such other
adjustments as the Company's Board of Directors or Compensation
Committee, in its sole discretion, believes are required for
consistency or to otherwise fairly carry out the purpose of the
Plan. Such items the Board of Directors or Compensation
Committee may consider shall include but not be limited to any
merger or consolidation of the Company or its subsidiaries,
purchase of the assets or capital stock of another entity,
discontinuation of any operations or the sale of assets and/or
capital stock of the Company or it subsidiaries outside of the
ordinary course of business, in each case in a single transaction
or a series of transactions, which does not result in a Change of
Control (as defined below) of the Company or its subsidiaries.
(c) Upon the occurrence of any merger, consolidation,
sale of all or substantially all of the assets or capital stock
of the Company or its subsidiaries or liquidation or dissolution
of the Company or any of its subsidiaries, in each case which,
directly or indirectly, results in a Change of Control of the
Company or its subsidiaries or any other transaction which
directly or indirectly results in a Change of Control of the
Company or its subsidiaries, the Board of Directors of the
Company in its sole discretion, may terminate the Plan upon 30
days of notice to the Participants, provided that each
Participant shall be entitled to his pro rata share of the
applicable Incentive Payment, subject to adjustment as provided
below, determined by the ratio of the number of days Participant
performed his duties with the Company as a full-time employee
from the end of the last fiscal year to the date the Plan has
been terminated to the number of days a Participant would have
been expected to perform his duties with the Company as a full-
time employee in the applicable fiscal year in accordance with
the Company's employment policies and practices, the
Participant's employment agreement with the Company and
applicable law. Such Incentive Payment will be paid at the sole
discretion of the Board of Directors or its Compensation
Committee, shortly after the Plan is terminated or in any event
no later than provided in Section 3. For purposes of this
Section 4(c), the Company's Income Per Common Share may be
calculated, in the sole discretion of the Board of Directors of
the Company or its Compensation Committee, by annualizing the Net
Income of the Company for the period beginning on the first day
of the current fiscal year and ending on the date the Plan has
been terminated; provided that the Board of Directors of the
Company or its Compensation Committee, in its sole discretion,
may take into account seasonal adjustments in the Company's Net
Income for such period if it believes such adjustments are
required for consistency or to otherwise fairly carry out the
purpose of the Plan.
(d) For purposes of this Section 4, "Change of
Control" shall mean (i) the acquisition in one or more
transactions of beneficial ownership (within the meaning of Rule
13d(3) under the Securities Act of 1934, as amended) by (y) any
person or entity (other than FS Equity Partners II, L.P., a
California limited partnership ("FSEP") and its affiliates) or
(z) any group (as defined in Section 13(d) under the Securities
Act of 1934, as amended) other than FSEP and its affiliates of
any Capital Stock of the Company such that, as a result of such
acquisition such person, entity or group has the ability to
elect, directly or indirectly, a majority of the members of the
Board of Directors of the Company, or (ii) the sale of all or
substantially all of the assets of the Company (including the
capital stock of any subsidiary) or its subsidiaries, in a single
transaction or a series of related transactions, to any person or
persons. "Capital Stock" shall mean any and all shares,
interests, participations, rights in or other equivalents
(however designated) of the Company's Capital Stock and all
options, warrants and other rights to acquire such Capital Stock.
Section 5. Administration. The Plan shall be
administered by the Board of Directors of the Company or the
Compensation Committee (the "Administrators"), at the Board of
Directors' sole discretion. The Administrators shall meet at
such times and places as they determine and as required by the
By-laws of the Company and may meet through a telephone
conference call. The interpretation and construction by the
Administrators of any provision of the Plan shall be final. No
Administrator shall be liable for any action or determination
made in good faith with respect to the Plan.
Section 6. Amendments. The Board of Directors or the
Compensation Committee may make such amendments to the Plan as it
shall deem advisable in its sole discretion, including the
addition or deletion of Participants in the Plan.
Section 7. Entire Agreement. This Plan contains the
entire agreement between the parties hereto with respect to the
matters contemplated herein and supersedes all prior agreements
or understandings among the parties hereto relating to such
matters.
EXHIBIT 10.5
<PAGE>
VIA TELECOPIER
April 20, 1993
Confidential
Mr. Joseph W. Semmer
President and
Chief Executive Officer
Hall-Mark Electronics Corporation
11333 Pagemill Road
Dallas, Texas 75243
Re: Employment Agreements
Dear Joe:
In accordance with our telephone conversation last night, this is to confirm
that upon the closing of the merger Avnet fully intends to assume the
employment agreements in existence for the six management people who
currently have agreements with Hall-Mark -- namely, Joseph W. Semmer, Charles
B. Smith, George E. Privett, Bruce Evashevski, Scott A. Turpin and Bill B.
Phillips.
With respect to Messrs. Semmer, Smith, Privett, Evashevski and Turpin, Avnet
intends to guarantee that during the period July 1, 1993 to June 30, 1994
their minimum incentive compensation payments will not be less than
the Hall-Mark incentive each would have received for that period assuming
that Hall-Mark had annual earnings of $2.50 per share. Mr. Phillips will be
assured that his total compensation for the same period (July 1, 1993
to June 30, 1994) will not be less than his total compensation for calendar
year 1992.
I hope you will find this letter to be assistance to you. If you need further
information or have additional questions, please do not hesitate to call me.
Cordially,
s/David
David R. Birk
DRB/me
cc: Mr. Roy Vallee
CONSULTING AND RETIREMENT AGREEMENT
THIS CONSULTING AND RETIREMENT AGREEMENT (this "Agreement") is
entered into as of July 1, 1994 by Avnet, Inc. (the "Company") and
George E. Privett ("Mr. Privett").
R E C I T A L S
A. Mr. Privett is a Vice President of the Company.
B. Mr. Privett has valuable knowledge of all aspects of the
Company's Hamilton Hallmark business ("HH") and plays an important
role in developing and maintaining valuable relationships between
HH and its vendors and customers.
C. Mr. Privett and Hall-Mark Electronics are currently
parties to an Employment Agreement dated as of December 31, 1992
(the "Current Agreement"). The Current Agreement was assumed by
the Company upon the acquisition of Hall-Mark Electronics by the
Company effective as of July 1, 1993.
D. The Company and Mr. Privett desire to terminate the
Current Agreement and enter into a new Consulting and Retirement
Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing premises and
of the mutual covenants set forth below, the parties hereto agree
as follows:
1. Agreement to Retain as a Consultant. The Company hereby
retains Mr. Privett to serve as a consultant to the Company for the
period commencing on July 1, 1994 and terminating on December 31,
1996, or such earlier date as the parties' rights and obligations
hereunder may be terminated as provided in Section 4 hereof (the
"Term").
2. Services to be Provided. During the Term, Mr. Privett
shall provide consulting services to the Company as may be
reasonably requested by the Company, such services to include, but
not be limited to (i) providing advice in all areas of the
Company's business, including sales, operational, and planning
functions, (ii) assisting in the maintenance of the Company's
relationships with its vendors and customers, and (iii) assisting
with the lawsuits filed by Hall-Mark Electronics against Wyle
Laboratories, Inc. and several former Hall-Mark managers, namely
Messrs. Haraway, Inman and Blackford. Mr. Privett's services shall
be rendered at mutually agreeable times by telephone, by letter or
in person.
3. Compensation. During the Term, the Company shall pay Mr.
Privett the following fees in payment for the consulting services
described above and for the other agreements made by Mr. Privett as
hereinafter set forth. The Company shall pay Mr. Privett, pursuant
to this Agreement, One Hundred Eighty Thousand Dollars ($180,000.00) per year.
All such amounts shall be payable in monthly installments of $15,000 each and
will be payable at the end of each month.In addition, to the extent permitted
by the terms thereof, Mr. Privett shall be entitled to participate, during the
Term and thereafter through June 30, 1999, in the group life
insurance, hospitalization and dental plans maintained by the
Company from time to time for the benefit of its employees
generally, and provided that the Company shall pay the premium
contribution on behalf of Mr. Privett that is required of employees
generally for any such benefit plan. The Company hereby agrees to
reimburse Mr. Privett for all reasonable expenditures incurred by
Mr. Privett on behalf of the Company in furtherance of the
Company's business upon prior written authorization by the Company
and upon submission by Mr. Privett of appropriate documentation for
such items in the form reasonably required by the Company.
Mr. Privett shall be an independent contractor and solely
responsible for any and all taxes imposed upon him with respect to
the compensation payable to him under this Agreement.
During the Term (from July 1, 1994 through December 31, 1996),
Mr. Privett shall be entitled to use the Company-owned Range Rover
automobile which was assigned to him while he was an employee.
During such Term he shall be entitled to be reimbursed by Avnet
(upon submission to Avnet of appropriate documentation) for the
reasonable costs of gasoline and maintenance costs. Automobile
insurance shall also be furnished by Avnet during the Term.
Mr. Privett currently has 32,169 options for Company stock,
which options will vest and be exercisable in accordance with the
terms of the applicable plan.
4. Termination.
4.1 Termination Upon Resignation or Death. This Agreement
shall terminate upon the earlier of (i) Mr. Privett's election to
cease to provide consulting services to the Company hereunder or
(ii) Mr. Privett's death or (iii) December 31, 1996.
4.2 Termination Due to Disability. The Company may, on 10
days' written notice, terminate this Agreement in the event that
Mr. Privett has been unable to perform his duties under this
Agreement for a period of 90 days or can reasonably be expected to
be unable to do so for such period, as the result of physical or
mental impairment.
4.3 Termination for Cause. The Company may, on 10 days'
written notice, terminate this Agreement effective at any time
during the Term if Mr. Privett (A) is convicted by a court of
competent jurisdiction of a felony, or (B) engages in illegal or
other wrongful conduct substantially detrimental to the business of
the Company or (C) violates any provision of the General Release
and Indemnity Agreement being given to the Company by Mr. Privett
and dated July 1, 1994. The Company shall not be entitled to terminate this
Agreement by reason of its belief that Mr. Privett
has, in some way, failed to provide the consulting services he has
agreed to provide pursuant to Section 2 hereof. The foregoing
sentence is not intended to restrict any cause of action the
Company might have against Mr. Privett for damages for breaching
this Agreement.
5. Current Agreement. The parties hereto agree that the
Current Agreement will terminate upon the effective date of this
Consulting and Retirement Agreement.
6. Miscellaneous.
6.1 Amendments. This Agreement may be amended only by a
written instrument signed by both parties.
6.2 Assignment. The Company shall have the right to assign
this Agreement to its successor, provided that such successor
agrees, in writing, to assume all of the obligations of the Company
under this Agreement. Except for an assignment in accordance with
the first sentence of this Section 6.2, this Agreement shall not be
assignable by either party hereto. The Company covenants and
agrees that if its proposed "successor" is a subsidiary of another
entity, the Company will not transfer all or substantially all of
its assets or merge or consolidate with such subsidiary unless each
of the parent corporations of such successor agrees to guarantee
the obligations of the Company under this Agreement.
6.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
6.4 Covenant Not to Compete. Mr. Privett agrees that during
the Term of his consultancy hereunder he shall not directly or
indirectly:
(a) Engage, whether as an employee, independent
contractor, agent, joint venturer, shareholder (holdings of less
than 5% of any public company shall not be included within the term
shareholder, though holdings by entities controlled by Mr. Privett
shall be included) or otherwise, in any business actively within
the United States that is (i) related to the distribution of
electronic components or computer systems or (ii) competitive with
a business in which the Company is engaged as of the date hereof;
(b) Divert or attempt to divert, or otherwise interfere
with, disrupt or harm the business relationships of the Company or
any of their affiliated divisions or subsidiaries; or
(c) Solicit for employment for his own or any third-
party's benefit (as employee, partner, independent contractor or
otherwise) any person who is employed by the Company or any of
their affiliated divisions or subsidiaries.
6.5 Confidentiality. Mr. Privett shall not, except as
required by his duties hereunder or as required by law, reveal to
any person any of the trade secrets or confidential operations,
processes or dealings, or any confidential information (except to
the extent it is in the public domain) concerning the organization,
business, finances, transactions, suppliers, customers, marketing
plans, personnel effectiveness or affairs of the Company, or any of
its divisions, subsidiaries or affiliates which he knows or may
come to his knowledge during his consultancy and shall not use or
attempt to use any such information in any manner which may injure
or cause loss either directly or indirectly to the Company or any
of its divisions, subsidiaries or affiliates or may be likely to do
so.
IN WITNESS WHEREOF, the undersigned have executed this
Consulting and Retirement Agreement as of the date first written
above.
AVNET, INC.
s/George E. Privett By: s/Raymond Sadowski
George E. Privett Its: Sr. Vice President & CFO
EXHIBIT 24
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 21st day of September, 1994.
s/Joseph F. Caligiuri
Joseph F. Caligiuri
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 21st day of September, 1994.
s/Sylvester D. Herlihy
Sylvester D. Herlihy
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 21st day of September, 1994.
s/Leon Machiz
Leon Machiz
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 21st day of September, 1994.
s/Frederick S. Wood
Frederick S. Wood
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 21st day of September, 1994.
s/J. S. Webb
J. S. Webb
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of September, 1994.
s/George Weissman
George Weissman<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 21st day of September, 1994.
s/David Shaw
David Shaw<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of September, 1994.
s/Alvin E. Friedman
Alvin E. Friedman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of September, 1994.
s/Gerald J. Berkman
Gerald J. Berkman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 20th day of September, 1994.
s/Frederic Salerno
Frederic Salerno
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 22nd day of September, 1994.
s/Ehud Houminer
Ehud Houminer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 22nd day of September, 1994.
s/Salvatore J. Nuzzo
Salvatore J. Nuzzo
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 22nd day of September, 1994.
s/Roy Vallee
Roy Vallee
