AMENDMENT made as of the 23rd day of October 2001 to that certain
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
made as of the 22nd day of December 1999 by and between ARROW
ELECTRONICS, INC., a New York corporation with its principal
office at 00 Xxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 (the "Company"),
and XXXXXX X. XXXXXXX, residing at 000 XxXxx, Xxx Xxxxx,
Xxxxxxxxxx 00000 (the "Executive").
WHEREAS, the Executive is now and has been employed by the Company
as a Senior Vice President; and
WHEREAS, the Executive and the Company are parties to that certain
Amended and Restated Employment Agreement made as of the 22nd day
of December 1999 (the "Agreement"); and
WHEREAS, the Company and the Executive wish to amend the Agreement
and provide for the continued employment of the Executive as an
employee of the Company and for him to continue to render services
to the Company on the terms set forth in, and in accordance with
the provisions of, this Amendment to the Agreement (the "Amendment");
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties agree as follows:
1. Paragraph 2(g) of the Agreement is amended to read as follows:
"g) Supplemental Executive Retirement Plan. The Executive is currently
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a participant in the Company's Unfunded Pension Plan for Selected Executives
(the "SERP"). Effective as of October 23, 2001, the Executive's participation
in the SERP will be modified so as to provide him with an annual retirement
benefit of $80,000 per year if he retires after December 31, 2001
and an annual retirement benefit of $155,000 if he retires on or after
December 31, 2002. Except for the foregoing, the rights, terms, privileges,
and conditions of the Executive's participation in the SERP remain unchanged."
2. Paragraph 3(d) of the Agreement is amended to read as follows:
d) December 31, 2002.
3. Except as specifically modified in this Amendment, the provisions
of the Agreement shall remain in full force and effect.
4. The residence address of the Executive, and the address to which
notices to him pursuant to paragraph 11(e) of the Agreement
shall be sent, is as follows:
Xxxxxx X. Xxxxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxxxxx 00000
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
Attest: ARROW ELECTRONICS, INC.
By:
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Secretary
THE EXECUTIVE
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Xxxxxx X. Xxxxxxx
