EXHIBIT 10-0
Arrow Electronics, Inc.
Performance Share Award Agreement
THIS AGREEMENT, effective _______, 200___ contains the terms of
the grant of Performance Shares by Arrow Electronics, Inc. ("Arrow"), to
XXXXXXXXX ("you") under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan
(the "Plan"). The parties agree as follows:
1. General Grant Information. You have received the following grant of
Performance Shares:
(a) Target Number of Performance Shares: XXXX. The number of
shares of Arrow stock ("Shares") ultimately earned, if any, for the Performance
Shares will be determined based on the table below.
(b) Date of Grant:
(c) Start of Performance Cycle:
(d) End of Performance Cycle:
(e) Performance Measure:
(i) Performance Measurement Threshold:
(ii) Performance Measurement Target:
(iii) Performance Measurement Maximum:
(f) Performance Shares Earned: The number of Performance Shares
earned will be based on the actual results achieved by Arrow
through the Performance Cycle as approved by the
Compensation Committee of Arrow's Board of Directors (the
"Committee"). As indicated by the table on the following
page, no Performance Shares will be earned if results are
less than the Performance Measurement Threshold. Results at
the Performance Measurement Threshold will generate an award
of 25% of the Target Number of Shares, results at the
Performance Measurement Target will generate 100% award, and
so on, up to a maximum award of 200% of the Target Number of
Performance Shares.
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Performance Shares
Earned as a Percent Performance Shares
Performance of Target Award Target Award Amount Earned
Measurement [Performance Metric] Amount (Number of Units) (Number of Units)
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None xxxx 0% XXXX 0
Threshold xxxx 25% XXXX XXXX
Target xxxx 100% XXXX XXXX
Maximum xxxx 200% XXXX XXXX
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2. Settlement of Award. As soon as practicable after the end of the
Performance Cycle, Arrow will deliver to you one share of Arrow common stock (a
"Share") for each Performance Share earned by you, as determined in accordance
with section 1, above. Any fractional Shares will be rounded to the nearest
whole Share. Arrow will not have a right of first refusal with respect to Shares
earned by you under this agreement.
3. Eligibility for Earned Performance Shares. Except for the specific
situations addressed below (in this section 3 and in the Change of Control
section), you must be employed by Arrow as of the date of the settlement of this
award to earn Performance Shares or be eligible for any payment under this
agreement.
(a) Retirement. If you retire under an Arrow retirement plan
(such as Arrow's Employee Stock Ownership Plan) at or after
the plan's normal retirement age (or, with the written
consent of the Committee, at an early retirement date)
during the Performance Cycle, you will be deemed to be
eligible for settlement of this award as though you were
employed at the end of the Performance Period.
(b) Death or Disability. If you die, or your employment ends as
a result of your total and permanent disability (as
determined by the Committee), during the Performance Cycle,
you or your estate will, as soon practicable, receive the
Target Number of Performance Shares.
If your employment ends for any reason (other than retirement, disability, death
or in the circumstances described in the Change of Control section of this
agreement) before the settlement of this award, this award will be forfeited and
there will be no payment or delivery of shares to you.
4. Change of Control. If within two years following a change of control
your employment with Arrow is terminated a) by Arrow for any reason, except for
cause, or b) by you for good reason, you will be deemed to have earned and will
be paid as soon as practicable after such termination the Target Number of
Performance Shares.
For purposes of this section 4:
a) "for cause" means the termination of your employment as a
direct result of any of the following acts: (i) the
commission of a felony or a crime involving dishonesty or
fraud which adversely affects Arrow, (ii) a violation of
Arrow 's standards of business ethics and conduct or (iii) a
breach of any employment or employment-related agreement you
have with Arrow;
b) a "change of control" will have occurred if during the term
of this agreement some person or company, or group of
persons or companies acting together, buys or otherwise
obtains more than 30% of the combined voting power of
Arrow's then outstanding voting securities; and,
c) "good reason" means that a change from the position you
occupied before any change of control has substantially
reduced your responsibilities or compensation (except as
part of a general furlough or cost-reduction program) or
involves a move of more than 50 miles.
5. Tax Withholding and Payment. Arrow will have the right to deduct or
withhold, or require you or your beneficiary to remit to Arrow, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this agreement. At your request, and with the consent of
the Committee, Arrow may also satisfy such tax requirements by withholding
Shares with a sufficient dollar value (based on the price of shares at the time
of the withholding.)
6. Administration. This agreement and your rights under it are subject to
all the terms and conditions of the Plan, as the same may be amended from time
to time, as well as to whatever rules and regulations the Committee may adopt
for the administration of the Plan. You acknowledge that the Committee is
authorized to administer, construe, and make all determinations it deems
necessary or appropriate to the administration of the Plan and this agreement,
all of which will be binding on you. Any inconsistency between this agreement
and the Plan will be resolved in favor of the Plan. The full text of the plan,
the terms of which are hereby incorporated by reference into this agreement, is
available at xxxx://xxx.xxxxxxxxxxx.xxx/xxxxxx/xxxxxxx_xxxxxxxxx_xxxx.xxx.
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7. Miscellaneous.
a) This is not an employment agreement as such, and except for the
specific matters covered in this agreement (and in any express,
written employment agreement you may have) all of the terms of your
employment remain covered solely by the terms of the Employee
Handbook. Except as specifically provided in any such employment
agreement, you continue to be employed "at-will", meaning that either
you or Arrow may end your employment at any time, for any reason.
b) You will have no rights as a stockholder of Arrow with respect to the
Shares which may be earned or awarded in connection with this
agreement until such time as the Committee has determined the number
of Shares earned under this Performance Share Award Agreement, and
such earned Shares have been issued and delivered to you.
c) You may not sell, give or otherwise transfer any interest in the
Performance Shares granted to you under this agreement, other than by
will or by the laws of descent and distribution.
d) In the event there is any change in Arrow's Shares through the
declaration of stock dividends or through recapitalization resulting
in stock splits or through merger, consolidation, exchange of Shares,
or otherwise, the number and class of Shares subject to this
agreement, may be equitably adjusted by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights. The
performance measures and calculations set forth herein may be adjusted
by the Committee in their discretion to reflect the impact of
extraordinary events including changes in tax law, accounting
principles or other provisions which affect Arrow's reported results,
extraordinary items, acquisitions or divestitures, or foreign exchange
gains and losses.
e) This Agreement will be governed by, and construed in accordance with
the laws of the State of New York. The provisions of this agreement
are severable and if any one or more provisions are determined to be
illegal or otherwise unenforceable, in whole or in part, the remaining
provisions will nevertheless be binding and enforceable. You, any
person claiming under or through you, and Arrow hereby waive to the
fullest extent permitted by applicable law any right to a trial by
jury with respect to any litigation directly or indirectly arising out
of, under, or in connection with the Plan or this agreement.
The parties have entered into this agreement as of the date first written
above by signing where indicated below.
Arrow Electronics, Inc.
By:
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[Name]
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