The Board may at any time amend, alter, suspend or terminate the Policy.

AMENDMENT AND TERMINATION. The Board or the Committee may at any time amend, suspend, discontinue or terminate the Plan; provided, however, that no such amendment, suspension, discontinuance or termination shall adversely affect the rights of any Participant in respect of any Plan Year which has already commenced and no such action shall be effective without approval by the stockholders of the Company to the extent necessary to continue to qualify the amounts payable hereunder to Covered Employees as performance-based compensation under [Section 162(m)].

The Corporation may amend, supplement, suspend, modify or terminate the Plan at any time without the approval of the Participants. Notice of any suspension, termination or material amendment of the Plan shall be sent to all Participants, who shall in all events have the right to withdraw from the Plan. Any such suspension, termination or material amendment of the Plan shall not become effective until thirty (30) days after notice is mailed to the Participants.

Amendment, Modification and Termination of the Plan. The Board, the Human Resources Committee of the Board or the Governance and Nominating Committee of the Board may at any time terminate, suspend or modify the Plan, except that the Board or Committee will not, without authorization of the shareholders of the Company, effect any change (other than through adjustment for changes in capitalization as provided in Section 22) which will reduce the exercise price of, or reprice, outstanding Options or Stock Appreciation Rights as set forth in Section 9.6 or Section 10.4 or otherwise amend the Plan in any manner requiring shareholder approval by law or under the New York Stock Exchange listing requirements.

Amendment or Termination of the Deferral Plan. The Board of Directors may amend the Deferral Plan as it shall deem advisable. The Board of Directors may, in its discretion, terminate the Deferral Plan at any time and pay installments out in a lump sum even when installments have already begun and/or the Participant has terminated employment.

Amendment, Suspension or Termination of the Plan. By accepting this Performance Shares Award, the Employee expressly warrants that he or she has received a right to receive stock under the Plan, and has received, read and understood a description of the Plan. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

Termination of Plan. The Human Resources Committee may terminate and liquidate the Plan provided that # the termination and liquidation does not occur by reason of a downturn of the financial health of the Company, # all plans all plans or arrangements that would be aggregated with the Plan under section 409A of the Code are also terminated and liquidated, # no settlements in liquidation of the Plan are made within twelve (12) months of the date of termination of the Plan other than settlements that would be made in the ordinary course operation of the Plan, # all settlements are made within twenty-four (24) months of the date the Plan is terminated and # the Company does not adopt a new plan that would be aggregated with the Plan within three (3) years of the date of the termination of the Plan.

Amendment #4 to 01-01-2015 Restatement of Wyle Electronic Retirement Plan (plan termination )

This Plan is subject to the rules of the stock exchange or exchange facility through which the Common Shares may at any time be traded (the "Rules"). To the extent that any provision of this Plan conflicts with any Rule, such Rule shall govern and this Plan shall be deemed to be amended to be consistent therewith.

Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Grantee, unless mutually agreed otherwise between the Grantee and the Administrator, which agreement must be in writing and signed by the Grantee and the [[Plan Administrator:Organization]]. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to grants under the Plan prior to the date of such termination.