Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 22, 2009, the stockholders of AVX Corporation (the "Company") approved the proposed 2009 AVX Corporation Management Incentive Plan, ("MIP"). The purpose of the MIP is to promote the interests of the Company and its subsidiaries by providing selected officers and key employees (9 participants as of June 1, 2009) annual bonus opportunities based upon the attainment of performance goals for the Company's fiscal year as an incentive to continue and increase their efforts with respect to, and remain in the employ of, the Company and its subsidiaries. The bonus arrangements under the MIP are materially consistent with arrangements previously available to the Company's executive officers.

A description of the material terms of the MIP, as well as the MIP plan document as proposed was included in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 10, 2009 and is incorporated by reference into this report. The final approved plan document will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

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