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April 28, 2026
Mr. Dennis Polk
Dear Dennis:
TD SYNNEX Corporation (the “Company”) is pleased to offer you updated terms and conditions of employment related to your position of Chair, Hyve Solutions Holdings of the Company on the following terms effective as of December 1, 2025 (the “Effective Date”):
1.Terms of Employment.

(a)Position. This Agreement defines the terms of your ongoing employment with the Company as of the Effective Date. You will continue to hold the position of Chair, Hyve Solutions Holdings, reporting solely to the Chief Executive Officer (the “CEO”) of the Company. As Chair, Hyve Solutions Holdings, you are the Hyve Solutions subsidiary’s most senior executive officer and have the duties, responsibilities, authority and reporting relationships normally associated with such position.
During employment with the Company, your services will be provided at the Company's location in Fremont, California, or such other location(s) or remotely as may be agreed with the Chief Executive Officer.
Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment upon thirty (30) days’ notice at any time and for any reason, with or without cause.
During your employment with the Company, you agree to devote substantially all of your business attention and time to the business and affairs of the Company. Notwithstanding the foregoing, you may (a) serve any civic, charitable, educational or professional organization; and (b) serve on the board of directors for organizations with the approval of the CEO and the Audit Committee of the Company’s Board of Directors.

(b)Cash and Performance-Based Compensation. The Company will pay you a base salary at the rate of $840,000 per year for the fiscal year as of the Effective Date. Your base salary will be subject to annual review for possible increase by the Company’s Compensation Committee (the “Compensation Committee”), with the first review to occur with respect to the fiscal year beginning December 1, 2026. Any increase in base salary approved pursuant to such review, if it is completed after the first day of the fiscal year, shall be made effective as determined by the Compensation Committee.
You will be eligible to receive an annual incentive bonus for each fiscal year of the Company during your employment with the Company. Your target bonus for each fiscal year ending during your employment will be 1 00 % of your base salary (such amount your “Target Bonus”). Your actual annual incentive bonus earned will be determined by the Compensation Committee based upon the achievement of performance metrics established by the Compensation Committee for the applicable fiscal year pursuant to the Company’s annual incentive plan. The annual incentive bonus for a fiscal year will be paid within two and one-half months after the last day of the fiscal year. The determinations of the Compensation Committee with respect to your bonus will be final and binding.

(c)Employee Benefits; Indemnification and Insurance.
(i)Employee Benefits. As a regular employee of the Company, you will also be eligible to receive all employee benefits consistent with those provided to other senior executive officers. You should note that the Company reserves the right to modify compensation and benefits from time to time, as it deems necessary. The Company will reimburse you for ordinary and necessary business expenses you incur in connection with the performance of your duties on behalf of the Company in accordance with the Company’s normal procedures, as they may be amended from time to time.



(ii)Indemnification and Insurance. Your rights to indemnification and directors’ and officers’ liability insurance coverage shall not be exclusive and shall be in addition to any other rights you may have to indemnification (including with respect to advancement of expenses in connection therewith) and insurance coverage under: (a) applicable law; or (b) the provisions of any organizational documents of the Company or any of its subsidiaries applicable to you.
(d)Equity Compensation. You will be eligible to receive equity compensation awards for each fiscal year during your employment. You will also be granted a restricted stock or restricted stock unit award for shares of the Company’s Common Stock (such award, the “RSAs”) pursuant to the Company’s 2020 Stock Incentive Plan, as amended (the “Plan”) with a fair market value at grant of approximately $1,500,000. The grant will be split 60% as time-based vesting RSAs and 40% as a performance-based RSUs. The performance-based RSU will be granted at the same time following the January 2026 Compensation Committee meeting as all other executive performance based RSU grants. The time-based RSA grant will be made following the September 2026 Compensation Committee meeting as all other executive time-based RSA grants are made. The time-based RSUs and Performance-Based RSUs will be subject to the terms and conditions applicable to equity grants granted under the Plan and the applicable RSA grant agreement and Performance-Based RSU grant agreement. The time-based RSAs will be subject to vesting over the three-year period following the Vesting Date (as defined in the grant agreement ), with one third of the shares vesting on each one-year anniversary of the grant date, conditioned on your continuous common law employment, as described in the applicable RSA agreement. The Performance-Based RSUs will vest depending on the attainment of a three fiscal year financial target as defined in the applicable performance-based RSU agreement.
The terms and conditions of your future equity awards will be determined by the Compensation Committee in its sole discretion; provided that such equity awards shall be made at such times and subject to such terms and conditions as the annual equity compensation awards made to the Company’s other senior executive officers.
(e)Stock Ownership Guidelines. During your employment, you will be expected not to sell your vested equity compensation from the Company (with the exception of shares sold or withheld by the Company to cover your exercise price or taxes on such compensation) until you achieve ownership of an amount of the Company’s Common Stock having a fair market value of the lower of (i) at least two times annual cash compensation or (ii) $1,000,000 in common stock, with a prohibition against any sale of common stock prior to achieving one or both of the foregoing. You will be expected to maintain this minimum level of ownership thereafter. Stock ownership for this purpose includes any Common Stock owned personally or in trust for your benefit, and does not include unvested restricted stock or restricted stock units, or stock options.
2.Involuntary Termination.

(a)If the Company terminates your employment with the Company after the Effective Date for a reason other than Cause, Disability or death, or you terminate your employment for Good Reason as such terms are defined below (either such termination, an “Involuntary Termination”) and you sign a standard release of claims then, subject to Section 3, you will receive the following severance benefits from the Company:
(i)Severance Payment. You will be paid severance of salary continuation at a rate equal to the average of total salary and bonus over the prior three years, divided by twelve (12), for twelve (12) months following the employment termination date. Such payments shall be paid periodically in accordance with the Company’s normal payroll policies.
(ii)Continued Health Benefits. You will receive reimbursement from the Company of the group health continuation coverage premiums for you and your eligible dependents through the earliest of (x) the twelve
(12) month anniversary of the date of Involuntary Termination of employment, or (y) the date upon which you and your eligible dependents become covered under similar plans.



(iii)Unvested Equity. Eighty percent (80%) of your then unvested equity awards, except for any unvested long-term performance-based RSU grants, and any equity awards with an effective date less than three (3) months prior to your termination, will be accelerated on your date of Involuntary Termination. Provided that if the then current severance equity acceleration policy, if any, of the Compensation Committee of the Company’s Board provides for greater acceleration of vesting than that policy will apply.

(b)Change of Control: If you incur an Involuntary Termination during the two (2) month period before or on or within twelve (12) months after a change of control of the Company, then, subject to Section 3, you will receive the following severance benefits from the Company in lieu of the severance benefits described in Section 2(a) above:
(i)Severance Payment. You will be paid severance of salary continuation for a period of twenty- four (24) months, following the employment termination date at a rate equal to the (A) the greater of (i) the total amount of base salary and bonus payments you received over the three-year period ending on the date of your Involuntary Termination, divided by three (3), or (ii) the total amount of the annual base salary and Target Bonus in effect as of the date of your Involuntary Termination, divided by (B) twelve
(12). Such payments shall be paid periodically in accordance with the Company’s normal payroll policies.
(ii)Continued Health Benefits. You will receive reimbursement from the Company of the group health continuation coverage premiums for you and your eligible dependents through the earliest of (x) the twenty-four (24)-month anniversary of the date of termination of employment, or (y) the date upon which you and your eligible dependents become covered under similar plans.

(c)Retirement. If you terminate your employment with the Company for a reason other than Cause, Disability or death following the Effective Date, and you comply with the requirements of Section 3 below, eighty percent (80%) of your then unvested equity grant awards, except any unvested long-term performance-based RSU awards and any unvested equity grant award with an effective date less than three (3) months prior to your termination, will be accelerated upon you date of termination. Provided that if the then current retirement policy of the Compensation Committee of the Company’s Board provides for greater acceleration of equity vesting than that policy will apply.
3.Conditions to Receipt of Severance and Retirement Benefits; Section 409A
(a)Release of Claims. The receipt of any severance and retirement benefits pursuant to Section 2 will be subject to your signing and not revoking a customary release of claims in a form acceptable to the Company within such period of time as the Company may require, which time period to sign the release shall be not less than 21 days following your termination of employment. The release of claims shall not impose any confidentiality or restrictive covenant provisions on you other than those set forth in this Agreement or require you to release any rights or claims to (i) any of the severance and retirement benefits pursuant to Section 2, (ii) vested benefits under any employee benefit plan, (iii) rights under any equity or equity-based awards or (iv) indemnification and insurance coverage.
(b)Section 409A. Any cash severance or retirement benefits to be paid pursuant to Section 2 will not be paid during the six-month period following your termination of employment if the Company determines that you are a “specified employee” within the meaning of Section 409A of the Code and that such amounts are not exempt from Section 409A. In such event, the Company will pay you a lump-sum amount equal to the cumulative amounts that would have otherwise been paid to you during such six-month period on the first day following such six-month period (or, if earlier, your death). Thereafter, you will receive your cash severance payments pursuant to Section 2 in accordance with the Company’s normal payroll practices or retirement benefits in accordance with the terms of the applicable award agreements. The provisions of this agreement which require commencement of payments or benefits subject to Section 409A upon a termination of employment shall be interpreted to require that you have a “separation from service” with the Company (as defined for purposes of Section 409A). Any series of severance payments or benefits provided under this agreement shall for all purposes of Section 409A be treated as a series of separate payments and not as a single payment. In any case where the date of your separation from service and the



date by which you are required to sign the release pursuant to Section 3(a) of this agreement (including for this purpose the applicable revocation period) falls in two separate taxable years, any amount required to be paid to you that is conditioned on the effectiveness of such release and is determined by the Company not to be exempt from Section 409A of the Code shall be paid in the later taxable year.
4.Definition of Terms. The following terms referred to in this agreement will have the following meanings:

(a)Cause” means (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders, (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Chief Executive Officer or (iii) breach of Company Code of Conduct, or other compliance policies which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company.

(b)Disability” means that you have been unable to perform the principal functions of your duties due to a physical or mental impairment, but only if such inability has lasted or is reasonably expected to last for at least six (6) months. Whether you have a Disability will be determined by the Board of Directors of the Company (the “Board”) based on evidence provided by one or more physicians selected by the Board.
(c)Good Reason” means the occurrence of any of the following, without your written consent: (i) a reduction in your Base Salary; (ii) a reduction in your Target Bonus; (iii) a material, adverse change in, or any action by the CEO, Board or any member thereof which are inconsistent with, your title, position, authority, duties, responsibilities or reporting relationships set forth by Section 1; (iv) a relocation of your principal office location by more than thirty- five (35) miles from its then-current location; or (v) a material breach by the Company of a material provision of this Agreement. You cannot terminate your employment for Good Reason unless you have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within ninety (90) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances.
5.Successors. For all purposes under this agreement, the term “Company” will include any successor to the Company’s business and/or assets which expressly assumes this agreement or which becomes bound by the terms of this agreement by operation of law. The terms of this agreement and all of your rights hereunder will inure to the benefit of, and be enforceable by, your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
6.Arbitration. Any controversy involving the construction or application of any terms, covenants or conditions of this agreement, or any claims arising out of any alleged breach of this agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitration in Pinellas County, Florida except that any alleged breach of the Company’s Confidentiality and Assignment of Inventions Agreement shall not be submitted to arbitration and instead the Company may seek all legal and equitable remedies, including without limitation, injunctive relief.
7.Miscellaneous Provisions.
(a)Waiver. No provision of this agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by you and by an authorized officer of the Company (other than you). No waiver by either party of any breach of, or of compliance with, any condition or provision of this agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.
(b)Entire Agreement. This agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including but not limited to the Offer Letter dated January 4, 2018 and all amendments thereto. This agreement may only be modified by a signed writing between the parties.
(c)Choice of Law. The laws of the State of California (without reference to its choice of laws provisions) will govern the validity, interpretation, construction and performance of this agreement.




(d)Severability. The invalidity or unenforceability of any provision or provisions of this agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.
(e)Withholding. All payments made pursuant to this agreement will be subject to withholding of applicable income and employment taxes.

(f)Notice. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

(i)If to you at your personal address as shown in the Company’s records; and
(ii)If to Company: ATTN: Chief Human Resource Officer, 16202 Bay Vista Drive, Largo Florida, 33760

(g)Board Membership. You will continue to serve as a member of the Board of Directors of the Company. All directors are subject to election and removal by the shareholders of the Company in accordance with its by-laws and Delaware law. Upon the Company’s written request, you agree to promptly resign as a member of the Board following any termination of your employment with the Company.
We hope that you will accept our offer of the terms for your continuation in the position of Hyve Solutions Executive. You may indicate your agreement with these terms and accept this offer by signing and dating this agreement.
Very truly yours,
TD SYNNEX Corporation


By: /s/ Patrick Zammit_______________
Patrick Zammit, Chief Executive Officer

I have read and accepted this employment offer:


/s/ Dennis Polk_________________
Dennis Polk
Date: May 5, 2026