EXHIBIT 10-0
Arrow Electronics, Inc.
Performance Share Award Agreement
THIS AGREEMENT, effective____________________ 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 Compensation Committee of Arrow's Board of Directors (the
"Committee") has granted awards of shares of Arrow stock to you contingent on
specified performance criteria being satisfied as specified in the Arrow
Electronics, Inc. 2005 MTIP Umbrella Plan (the "MTIP Plan").
The Committee anticipates that at the end of the performance cycle
it will award you an amount of shares as determined under the terms of this
agreement as long as the number of shares does not exceed the amount earned
under the MTIP Umbrella Plan. In the event that the amount of shares determined
under the terms of this agreement is greater than the amount earned under the
MTIP Umbrella Plan, then the amount of shares determined under this agreement
shall be reduced to an amount equal to the amount earned under the MTIP Umbrella
Plan.
Accordingly, you and Arrow agree as follows:
1. General Grant Information. The Committee anticipates that the number of
shares of Arrow stock ("Shares"), if any, you earn under the MTIP Plan shall be
reduced to the amount determined below.
(a) Target Number of Performance Shares: XXXX. The number of
Shares ultimately earned, if any, for the Performance Shares will be determined
based on the table below and subject to the limitations set forth in this
Agreement.
(b) Date of Grant:
(c) Start of Performance Cycle:
(d) End of Performance Cycle:
(e) Performance Measures:
(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 determined by the
Committee. In no event shall the number of Performance
Shares determined hereunder exceed the number of Shares, if
any, you are ultimately determined to have earned under the
MTIP Plan. As indicated by the table below, 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
X% of the Target Number of Shares, results at the
Performance Measurement Target will generate X% award, and
so on, up to a maximum award of X% of the Target Number of
Performance Shares. The number of Performance Shares earned
between (1) the Performance Measurement Threshold and the
Performance Measurement Target, and (2) the Performance
Measurement Target and the Performance Measurement Maximum
will be determined by linear interpolation of the chart
below.
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Target
Performance Shares Award
Earned as a Percent Amount Performance
Performance [Performance of Target Award (Number of Shares Earned
Measurement Measure] Amount Units) Weighting (Number of Units)
--------------------- --------------------- --------------------- ------------ --------------- ------------------
None X% XXXX X% 0
Threshold X% XXXX X% XXXX
Target X% XXXX X% XXXX
Maximum X% XXXX X% XXXX
--------------------- --------------------- --------------------- ------------ --------------- ------------------
2. Settlement of Award. As soon as practicable after the determination by
the Committee in accordance with Section 1(f), but in no event later than______,
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 and subject to section 3 below. 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 if you were
employed at the end of the Performance Cycle.
(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) It will be deemed to have been for "cause" if the Committee
determines, in its sole discretion, that you are terminated
because you: (i) intentionally fail to perform your duties
for Arrow and that failure continues after you receive
written warning concerning your failure to perform (this
does not mean a mere failure to attain financial goals);
(ii) engage in illegal conduct or gross misconduct which is
significantly and demonstrably injurious to Arrow; or (iii)
you have violated any provision of Arrow's Worldwide Code of
Business Conduct and Ethics or of any other written
agreement you may have with Arrow. With respect to
Non-employee Directors, "cause" is as defined by Arrow's
bylaws.
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b) "Change of Control" means any of the following events: (i)
any Person (as defined in the plan) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 30% or more of the
combined voting power of Arrow's outstanding shares or other
securities ordinarily having the right to vote at elections
of the directors of Arrow ("Voting Securities"), without the
prior express approval of Arrow's then incumbent Board of
Directors; or (ii) individuals who constitute the Board on
the date of this agreement (and/or individuals whose
subsequent nomination or election received the approval of
at least three quarters of the then incumbent Board) cease
for any reason to constitute at least a majority of the
Board; or (iii) any other transaction determined by the
Committee to constitute a Change of Control. In no event,
however, will a change in control be deemed to have occurred
for purposes of this Agreement by virtue of any transaction
which results in one or more executive officers of Arrow (as
defined in Rule 3b-7 under the Exchange Act), or a group of
Persons which includes one or more executive officers of
Arrow, acquiring, directly or indirectly, 30% or more of the
combined voting power of Arrow's Voting Securities.
c) Arrow may add to, subtract from, or otherwise change your
duties and responsibilities, or change your title, or
relocate you at any time. You will have "good reason" to
terminate your employment only if such action is taken
during the two year period following a Change of Control and
only if any such action substantially lessens your
responsibilities or compensation, or involves a move of more
than 50 miles, and Arrow does not rescind any such changes
within thirty days after your written request.
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.
7. Miscellaneous.
a) This is not an employment contract, and it does not create
or evidence any right to continued employment by Arrow.
Unless you have a separate, specific agreement, in writing,
expressly on the subject, you remain employed at will, which
means that either you or Arrow can terminate your employment
at any time.
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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, without
reference to its principles of conflict of laws. 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:
------------------------------
SVP and General Counsel
------------------------------
Arrow Executive
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