Consulting And Noncompetition Agreement

EXHIBIT 10.2


CONSULTING AND NONCOMPETITION AGREEMENT


This Consulting and Noncompetition Agreement (the "Agreement"), is entered into as of March 2, 2000, by and among Savoir Technology Group, Inc., a Delaware corporation (the "Company"), Tactful Acquisition Corp., a Delaware corporation ("Buyer"), and P. Scott Munro ("Munro").


W I T N E S S E T H


WHEREAS, Munro and the Company have entered into a letter agreement dated May 1, 1998 and an Executive Retention Agreement dated as of May 10, 1999 (the "Retention Agreement"), setting forth the terms and conditions of Munro's employment as President and Chief Executive Officer of the Company, and certain additional terms and conditions relating thereto;


WHEREAS, Avnet, Inc., a New York corporation ("Parent"), Buyer and Company propose on the date hereof to enter into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Buyer will be merged (the "Merger") with and into Company, which will continue as the surviving corporation (the "Surviving Corporation"), all on the terms and subject to the conditions contained in the Merger Agreement (capitalized terms not otherwise defined herein having the respective meanings set forth in the Merger Agreement);


WHEREAS, immediately after the Merger, the Surviving Corporation will be a wholly-owned subsidiary of Parent; and


WHEREAS, Munro is entering into this Agreement in order to induce Buyer and Parent to enter into the Merger Agreement and to incur the obligations set forth therein, which will result in substantial personal benefits to Munro, and all of the parties hereto acknowledge that further review and mutually agreed adjustments of the provisions hereof (other than Section 4 hereof, which will not be subject to alteration) may hereafter take place to more fully reflect and clarify the intent of the parties for the benefit of the parties;


NOW THEREFORE, for and in consideration of the foregoing and the mutual promises contained herein, and upon and subject to the terms and conditions set forth below, the parties hereto agree as follows:


SECTION 1. MERGER NOT "GOOD REASON". Munro acknowledges and agrees that consummation of the Merger in the manner contemplated by the Merger Agreement (a) will not, by itself, constitute a "change in Munro's title, authority, responsibilities, duties or reporting," provided that Parent names Munro to continue as President and Chief Executive Officer of the Surviving Corporation pursuant to Section 1.6 of the Merger Agreement, and (b) will result in the replacement of the outstanding stock options of the Company with "fully equivalent substitute options," in each case as such phrase is used in Section 2(e) of the Retention Agreement. Notwithstanding ...