Common use of Annual Review Clause in Contracts

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank Board, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before December 31 of each anniversary of year during the Effective Date term of this Agreement, each the Board of Directors of Arrow (the "Arrow Board"), or the committee of the Arrow Board Board, if any, duly authorized to make determinations regarding executives and the Bank Boardterms of their employment (the "Committee"), will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “"Replacement Agreement”") commencing on January 1 of the date of such anniversaryensuing year. The Replacement Agreement (i) will be for a new term of two (2) three years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of December 31 of the last day immediately preceding such commencement, year just completed (iii) subject to Paragraph 5(b) hereofthe "Preceding Year-End"), will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencementPreceding Year-End, and (iv) will contain other terms and conditions relating to the Executive’s 's position and duties, place of performance, rights upon a Change change of Control control of Arrow or the Bank or a change of authority of the Executive, and rights in connection with any early Termination termination of Employment the employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencementPreceding Year-End. If the Arrow Board and or the Bank Board Committee shall determine vote to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date as of December 31 of the Replacement Agreement year of such offer and acceptance and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary as of January 1 of the Effective Date of this Agreement, either ensuing year. If the Arrow Board or the Bank Board Committee shall elect not have offered to offer such a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall elect not have accepted to accept such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”)Agreement, this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect from the date of such election until the expiration of the Term termination of this Agreement in accordance with its terms (such period to be referred to hereinafter as the terms hereof"Winding-Down Period"), and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), hereunder shall continue unchanged during the remaining Term of this Agreement, despite such NonWinding-Renewal, Down Period except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank Board, Board will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, If prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank Board, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Non- Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank Board, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before December 31 of each anniversary of year during the Effective Date term of this Agreementagreement, each the Board of Directors of Arrow (the “Arrow Board”), or the committee of the Arrow Board Board, if any, duly authorized to make determinations regarding executives and the Bank Boardterms of their employment (the “Committee”), will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on January 1 of the date of such anniversaryensuing year. The Replacement Agreement (i) will be for a new term of two (2) three years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of December 31 of the last day immediately preceding such commencement, year just completed (iii) subject to Paragraph 5(b) hereofthe “Preceding Year-End”), will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencementPreceding Year-End, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change change of Control control of Arrow or the Bank or a change of authority of the Executive, and rights in connection with any early Termination termination of Employment the employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencementPreceding Year-End. If the Arrow Board and or the Bank Board Committee shall determine vote to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date as of December 31 of the Replacement Agreement year of such offer and acceptance and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary as of January 1 of the Effective Date of this Agreement, either ensuing year. If the Arrow Board or the Bank Board Committee shall elect not have offered to offer such a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall elect not have accepted to accept such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”)Agreement, this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect from the date of such election until the expiration of the Term termination of this Agreement in accordance with its terms (such period to be referred to hereinafter as the terms hereof“Winding-Down Period”), and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), hereunder shall continue unchanged during the remaining Term of this Agreement, despite such NonWinding-Renewal, Down Period except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before December 31 of each anniversary of year during the Effective Date term of this Agreement, each the Board of Directors of Arrow (the “Arrow Board”), or the committee of the Arrow Board Board, if any, duly authorized to make determinations regarding executives and the Bank Boardterms of their employment (the “Committee”), will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on January 1 of the date of such anniversaryensuing year. The Replacement Agreement (i) will be for a new term of two (2) three years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of December 31 of the last day immediately preceding such commencement, year just completed (iii) subject to Paragraph 5(b) hereofthe “Preceding Year-End”), will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencementPreceding Year-End, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change change of Control control of Arrow or the Bank or a change of authority of the Executive, and rights in connection with any early Termination termination of Employment the employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencementPreceding Year-End. If the Arrow Board and or the Bank Board Committee shall determine vote to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date as of December 31 of the Replacement Agreement year of such offer and acceptance and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary as of January 1 of the Effective Date of this Agreement, either ensuing year. If the Arrow Board or the Bank Board Committee shall elect not have offered to offer such a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall elect not have accepted to accept such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”)Agreement, this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect from the date of such election until the expiration of the Term termination of this Agreement in accordance with its terms (such period to be referred to hereinafter as the terms hereof“Winding-Down Period”), and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), hereunder shall continue unchanged during the remaining Term of this Agreement, despite such NonWinding-Renewal, Down Period except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and or the Bank Board, Committee will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank Board, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank Board, Board will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank BoardBoards, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board Boards shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board Boards shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Non- Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect effect, at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or such other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s 's position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or Provided that no Event of Default shall have occurred and be continuing, Gerdau Steel may, by notice in writing to the Agent given no more than 60 days but no less than 30 days before each anniversary the then effective Due Date for the Revolver Facility (the "Current Maturity Date"), request an extension of the Effective Current Maturity Date by a period of this Agreement364 days. Promptly upon receipt of an Extension Request the Agent shall notify each Lender and shall request each Lender to approve the Extension Request within 30 days. Each Lender may, each of the Arrow Board and the Bank Board, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on within 30 days from the date of receipt of such anniversarynotice from the Agent, notify the Agent in writing of its election to extend or not extend the Current Maturity Date as requested by the Borrowers, which election shall be in the sole and absolute discretion of each Lender. The Replacement Agreement (i) will be for If a new term of two (2) years, (ii) will provide for a Base Salary for the Executive at commencement Lender agrees to an extension of the Replacement Agreement at least equal to Current Maturity Date requested by the Base Salary Borrowers, the Revolver Facility Due Date shall automatically and without any further action by any Person be extended by a period of 364 days for that Lender, except in the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement datecircumstances described below. If, prior within such 30 days a Lender does not approve in writing the extension of the Current Maturity Date (a "Non-Extending Lender"), the Revolver Facility Due Date shall not be so extended for that Lender, but shall remain as the Current Maturity Date then in effect for that Lender. Any other Lender or new Lender selected by the Borrowers (in consultation with the Agent) may, subject to Section 14.5, take up the Revolver Commitment of a Non-Extending Lender effective from the Current Maturity Date. Notwithstanding the foregoing, if in relation to any anniversary of extension request less than the Effective Majority Lenders agree to extend the Revolver Facility Due Date, then the then Current Maturity Date of this Agreement, either the Arrow Board or the Bank Board for all Lenders shall not have offered a Replacement Agreement to be extended, but shall remain as the Executive under Revolver Facility Due Date then in effect. For greater certainty, the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties Borrowers may request extensions under this Paragraph 2(b), shall continue unchanged during Section every 364 days from the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this AgreementCurrent Maturity Date.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank BoardBoards, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and dutiesduties (which may exclude Executive’s duties as Interim Treasurer, Chief Financial Officer and Principal Accounting Officer of Arrow), place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board Boards shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board Boards shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Non- Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.accordance

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and the Bank Board, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Non- Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or such other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s 's position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary During the last quarter of 2009, and the Effective Date last quarter of this Agreement2010, each of and 2011, if necessary, the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on not later than January 1 of the date of such anniversaryensuing year. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of December 31 of the last day immediately preceding such commencement, year just completed (iii) subject to Paragraph 5(b) hereofthe “Preceding Year-End”), will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencementPreceding Year-End, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow or the Bank and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencementPreceding Year-End. If the Arrow Board and or the Bank Board Committee shall determine vote to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date as of the Replacement Agreement close of business on December 31 of the year of such offer and acceptance and the Replacement Agreement shall simultaneously take effect at 12:00 midnight on such commencement date. If, prior to any anniversary as of January 1 of the Effective Date of this Agreement, either ensuing year. If the Arrow Board or the Bank Board Committee shall elect not have offered to offer such a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall elect not have accepted to accept such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”)Agreement, this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect from the date of such election until the expiration of the Term termination of this Agreement in accordance with its terms (such period to be referred to hereinafter as the terms hereof“Winding-Down Period”), and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), hereunder shall continue unchanged during the remaining Term of this Agreement, despite such NonWinding-Renewal, Down Period except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before December 31 of each anniversary of subsequent year during the Effective Date term of this Agreement, each the Board of Directors of Arrow (the "Arrow Board"), or any committee of the Arrow Board duly authorized to make determinations regarding executives and the Bank Board, terms of their employment (the "Committee") will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “"Replacement Agreement”") commencing on January 1 of the date of such anniversaryensuing year. The Replacement Agreement (i) will be for a new term of two (2) three years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of December 31 of the last day immediately preceding such commencement, year just completed (iii) subject to Paragraph 5(b) hereofthe "Preceding Year-End"), will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencementPreceding Year-End, and (iv) will contain other terms and conditions relating to the Executive’s 's position and duties, place of performance, rights upon a Change change of Control control of Arrow or the Bank or a change of authority of the Executive, and rights in connection with any early Termination termination of Employment the employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencementPreceding Year-End. If the Arrow Board and or the Bank Board Committee shall determine vote to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date as of the Replacement Agreement December 31 of such year and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary as of January 1 of the Effective Date of this Agreement, either ensuing year. If the Arrow Board or the Bank Board Committee shall vote not have offered to offer such a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall elect not have accepted to accept such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”)Agreement, this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), hereto shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may not be specifically provided otherwise changed or affected in this Agreementany way.

Annual Review. On or before December 31 of each anniversary of subsequent year during the Effective Date term of this Agreement, each the Board of Directors of Arrow (the "Arrow Board"), or any committee of the Arrow Board duly authorized to make determinations regarding executives and the Bank Board, terms of their employment (the "Committee") will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “"Replacement Agreement”") commencing on January 1 of the date of such anniversaryensuing year. The Replacement Agreement (i) will be for a new term of two (2) three years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of December 31 of the last day immediately preceding such commencement, year just completed (iii) subject to Paragraph 5(b) hereofthe "Preceding Year-End"), will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencementPreceding Year-End, and (iv) will contain other terms and conditions relating to the Executive’s 's position and duties, place of performance, rights upon a Change change of Control control of Arrow or the Bank or a change of authority of the Executive, and rights in connection with any early Termination termination of Employment the employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencementPreceding Year-End. If the Arrow Board and or the Bank Board Committee shall determine vote to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date as of the Replacement Agreement December 31 of such year and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary as of January 1 of the Effective Date of this Agreement, either ensuing year. If the Arrow Board or the Bank Board Committee shall vote not have offered to offer such a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall elect not have accepted to accept such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”)Agreement, this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), hereto shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may not be specifically provided otherwise changed or affected in this Agreementany way.

Annual Review. On or before each anniversary of February 1, beginning February 1, 2024 (the Effective Date of this Agreement“Anniversary Date”), each of the Arrow Board and the Bank Board, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Anniversary Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Non- Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or such other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s 's position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this Agreement, each of the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect effect, at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or Provided that no Event of Default shall have occurred and be continuing, Gerdau Steel may, by notice in writing to the Agent given no more than 60 days but no less than 30 days before each anniversary the then effective Due Date for the Revolver Facility (the "CURRENT MATURITY DATE"), request an extension of the Effective Current Maturity Date by a period of this Agreementup to 364 days. Promptly upon receipt of an Extension Request the Agent shall notify each Lender and shall request each Lender to approve the Extension Request within 30 days. Each Lender may, each of the Arrow Board and the Bank Board, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on within 30 days from the date of receipt of such anniversarynotice from the Agent, notify the Agent in writing of its election to extend or not extend the Current Maturity Date as requested by Gerdau Steel, which election shall be in the sole and absolute discretion of each Lender. The Replacement Agreement (i) will be for If a new term of two (2) years, (ii) will provide for a Base Salary for the Executive at commencement Lender agrees to an extension of the Replacement Agreement at least equal to Current Maturity Date requested by Gerdau Steel, the Base Salary of the Executive Revolver Facility Due Date for that Lender shall automatically and without any further action by any Person be extended as of and from the last day immediately preceding such commencementCurrent Maturity Date by the period of extension so requested by Gerdau Steel, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to except in the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement datecircumstances described below. If, prior within such 30 days a Lender does not approve in writing the extension of the Current Maturity Date (a "NON-EXTENDING LENDER"), the Revolver Facility Due Date shall not be so extended for that Lender, but shall remain as the Current Maturity Date then in effect for that Lender. Any other Lender or new Lender selected by the Corporate Borrowers (in consultation with the Agent) may, subject to Section 14.5, take up the Revolver Commitment of a Non-Extending Lender effective from the Current Maturity Date. Notwithstanding the foregoing, if in relation to any anniversary of extension request less than the Effective Majority Lenders agree to extend the Revolver Facility Due Date, then the then Current Maturity Date of this Agreement, either the Arrow Board or the Bank Board for all Lenders shall not have offered a Replacement Agreement to be extended, but shall remain as the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue Revolver Facility Due Date then in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreementeffect.

Annual Review. On or before each anniversary of the Effective Date February 1, 2023 of this Agreement, each of the Arrow Board and the Bank BoardBoards, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board Boards shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board Boards shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Non- Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of February 1, beginning February 1, 2024 (the Effective Date of this Agreement“Anniversary Date”), each of the Arrow Board and the Bank BoardBoards, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board Boards shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Anniversary Date of this Agreement, either the Arrow Board or the Bank Board Boards shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Non- Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of February 1, beginning February 1, 2025 (the Effective Date of this Agreement"Anniversary Date"), each of the Arrow Board and the Bank BoardBoards, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “"Replacement Agreement”") commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, excluding discretionary benefits and awards, and (iv) will contain other terms and conditions relating to the Executive’s 's position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board Boards shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 11 :59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Anniversary Date of this Agreement, either the Arrow Board or the Bank Board Boards shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “"Non-Offer”"), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “"Non-Acceptance” " and with either such Non-Offer or Non-Acceptance constituting a “Non-''Non­ Renewal”"), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, except as may be specifically provided otherwise in this Agreement.. 2

Annual Review. On or before each anniversary January 31 of the Effective Date of this Agreement, each of 2012, 2013 and 2014, the Arrow Board and or the Bank Board, Committee will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary of the Effective Date of this AgreementFebruary 1, 2018, each of the Arrow Board and the Bank Board, Board will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversary. The Replacement Agreement (i) will be for a new term of two (2) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and the Bank Board shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect at 12:00 midnight on such commencement date. If, If prior to any anniversary of the Effective Date of this Agreement, either the Arrow Board or the Bank Board shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.

Annual Review. On or before each anniversary January 31 of the Effective Date of this Agreement, each of 2012, 2013 and 2014, the Arrow Board and Board, or the Bank BoardCommittee, will consider and vote upon a proposal to extend to the Executive an offer to replace this Agreement with a new employment agreement (the “Replacement Agreement”) commencing on the date of such anniversaryanniversary or other date as the Board or Committee may otherwise determine. The Replacement Agreement (i) will be for a new term of two three (23) years, (ii) will provide for a Base Salary base annual salary for the Executive at commencement of the Replacement Agreement at least equal to the Base Salary base annual salary of the Executive as of the last day immediately preceding such commencement, (iii) subject to Paragraph 5(b) hereof, will provide for other benefits having an aggregate value to the Executive at least equal to the aggregate value of the other benefits provided to the Executive as of the last day immediately preceding such commencement, and (iv) will contain other terms and conditions relating to the Executive’s position and duties, place of performance, rights upon a Change of Control of Arrow and rights in connection with any early Termination of Employment of the Executive that are, in each such instance, at least as favorable to the Executive as the terms and conditions relating to such matters under this Agreement, Agreement and generally shall be as favorable to the Executive as is this Agreement, as of the last day immediately preceding such commencement. If the Arrow Board and Board, or the Bank Board Committee, shall determine to offer such a Replacement Agreement to the Executive and the Executive shall accept, this Agreement shall terminate at 11:59 p.m. on the day prior to the commencement date of the Replacement Agreement and the Replacement Agreement shall take effect effect, at 12:00 midnight on such commencement date. If, prior to any anniversary of the Effective Date of this Agreement, If either the Arrow Board or the Bank Board Committee shall not have offered a Replacement Agreement to the Executive under the preceding subparagraph of this Paragraph 2(b) (a “Non-Offer”), or the Executive, having been offered such a Replacement Agreement, shall not have accepted such Replacement Agreement (a “Non-Acceptance” and with either such Non-Offer or Non-Acceptance constituting a “Non-Renewal”), this Agreement and the Employment employment of the Executive hereunder shall nevertheless continue in full force and effect until the expiration of the Term of this Agreement in accordance with the terms hereof, and the rights and obligations of each of the parties hereunder, including the rights and obligations of the parties under this Paragraph 2(b), shall continue unchanged during the remaining Term of this Agreement, despite such Non-Renewal, Renewal except as may be specifically provided otherwise in this Agreement.