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Exhibit 99(b)
ARROW ELECTRONICS, INC.
RESTRICTED STOCK PLAN
(as amended and restated effective as of May 15, 1997)
ARTICLE 1
Establishment and Purpose
1.1 Establishment. Arrow Electronics, Inc., a New York corporation
(the "Company"), hereby amends and restates its restricted stock plan for
executives as described herein which shall be known as the ARROW ELECTRONICS,
INC. RESTRICTED STOCK PLAN, as amended and restated (the "Plan").
1.2 Purpose. The Plan is intended to promote the interests of the
Company by providing a method pursuant to which certain key employees of the
Company and its Subsidiaries may become owners of shares of Arrow Electronics,
Inc. common stock, par value $1 per share ("Shares"), under the terms and
conditions of, and in the manner contemplated by, this Plan and thereby
encourage such employees to continue in the employ of the Company or a
Subsidiary.
ARTICLE 2
Administration
2.1 Administration. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). The Board may appoint a committee (the
"Committee") consisting of two or more directors to administer the Plan and may
to the full extent permitted by law, authorize and empower such Committee to do
any and all things which the Board is authorized or empowered to do with respect
to the Plan. If a Committee is appointed, each member of the Committee shall at
all times qualify as a Non-Employee Director within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended. All subsequent references
herein to the Committee shall be deemed to refer to the Board if at the time
there is no Committee serving.
2.2 Powers of the Committee. The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include exclusive
authority (within the limitations described herein) to select the employees to
be granted Awards under the Plan, to determine the size and terms of the Awards
to be made to each employee selected, to determine the time when Awards will be
granted, and to prescribe the form of the instruments, if any, embodying Awards
made under the Plan. The Committee shall be authorized to interpret the Plan and
the Awards granted under the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations which it
believes necessary or advisable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent the
Committee deems desirable to carry it into effect. Any decision of the Committee
in the administration of the Plan, as described herein, shall be final and
conclusive. The Committee may act only by a majority of its members in office,
except that the members thereof may authorize any one or more of their number or
any officer of the Company to execute and deliver documents on behalf of the
Committee.
ARTICLE 3
Eligibility and Participation
3.1 Eligibility. Shares, subject to restrictions as hereafter
specified, may be awarded only to key employees of the Company or a Subsidiary.
3.2 Restricted Stock Awards. The Committee shall determine the
persons to whom Awards of Shares, subject to restrictions as hereafter
specified, will be made, the number of Shares covered by each Award, and the
time or times when Awards will be made. The Committee shall also determine
whether an employee to whom an Award under this Plan is made shall be required
to purchase the Shares subject to the Award from the Company for an amount
determined by the Committee but not in excess of $1 per Share. If payment of
such an amount is required, it shall be paid prior to the issuance of the Shares
to the employee.
ARTICLE 4
Shares Subject to Plan
4.1 Shares Subject to Plan. There may be issued under the Plan an
aggregate of not more than 1,980,000 Shares, subject to adjustment as provided
in Section 4.2. Shares issued pursuant to the Plan may be either authorized but
unissued Shares or reacquired Shares, or both. If any Shares issued under the
Plan shall be reacquired by the Company pursuant to Section 5.2, such Shares may
again be issued under the Plan.
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4.2 Dilution and Other Adjustments. In the event of any change in
the outstanding Shares by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event, if the Committee shall determine, in its
discretion, that such change equitably requires an adjustment in the number or
kind of Shares that may be issued under the Plan pursuant to Section 4.1, in the
number or kind of Shares which have been awarded to any person hereunder, or in
the repurchase option price per share relating thereto such adjustment shall be
made by the Committee and shall be conclusive and binding for all purposes of
the Plan. Such adjustment may include subjecting any additional Shares or other
property received in respect of the Shares issued pursuant to an Award to the
restrictions imposed under the Plan upon such Shares.
ARTICLE 5
Restrictions on Shares
5.1 Transferability. Shares issued pursuant to Section 3.2 may not
be sold, assigned, transferred, pledged, alienated, hypothecated or otherwise
disposed of as long as the Company has the right to reacquire the Shares as
hereinafter provided in this Article 5.
5.2 Termination of Employment. If the Award grantee's employment
with the Company and its Subsidiaries terminates for any reason, except as
specified in Section 5.3 prior to the end of the period specified in Section
5.4,
(a) if the Shares were transferred to the grantee without his
payment of any purchase price therefore, the Award shall be forfeited and
rescinded as to all Shares which are, at the date of such termination of
employment, subject to the restrictions imposed hereunder, and the grantee
shall promptly return such Shares to the Company, or
(b) if the Shares were sold to the grantee pursuant to Section 3.2,
the Company shall have the option, which it may exercise at any time
within 90 days after the grantee's termination of employment, to purchase
such Shares from the grantee at the price per Share at which the Shares
were sold to the grantee.
5.3 Retirement, Death, Total and Permanent Disability. If an Award
grantee's employment with the Company and its Subsidiaries terminates by reason
of his death, Disability or retirement under a retirement plan of the Company or
a Subsidiary at or after his normal retirement age or, with the consent of the
Committee, at an early retirement date, the restrictions imposed upon any Shares
pursuant to Sections 5.1 and 5.2 shall lapse and be of no further force and
effect. The Shares shall thereafter be freely transferable by the grantee or his
estate, subject to the right of first refusal provided for in Section 5.5.
5.4 Lapse of Restrictions. Except as otherwise provided above or as
the Committee may otherwise determine, Shares subject to an Award under the Plan
will become free of the restrictions imposed by Sections 5.1 and 5.2, subject to
the Company's right of first refusal as provided for in Section 5.5, according
to the following schedule:
(a) 25% of the Shares on the first anniversary of the date of the
Award.
(b) 25% of the Shares on the second anniversary thereof,
(c) 25% of the Shares on the third anniversary thereof,
(d) 25% of the Shares on the fourth anniversary thereof.
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5.5 Right of First Refusal. Shares acquired under the Plan by a
grantee may not be sold or otherwise disposed of in any way (including a
transfer by gift or by reason of the death of the grantee) until the grantee (or
his personal representative) first offers to sell the Shares to the Company as
herein provided. The price per Share at which the Shares shall be offered to the
Company shall be the closing price per Share reported on the Consolidated Tape
(as such price is reported in The Wall Street Journal) on the date the grantee's
offer is received by the Secretary of the Company. If the Company fails to
accept the offer to purchase such Shares within seven days after such date, the
Shares shall thereafter be free of all restrictions under this Plan.
5.6 Other Restrictions. The Committee shall impose such other
restrictions on any Shares issued pursuant to the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act of 1933, as
amended, under the rules or regulations of any stock exchange upon which the
Shares or any other class of shares of the Company are then listed, and under
any blue sky or securities laws applicable to such Shares.
5.7 Certificate Legend. In addition to any legend placed on
certificates for Shares pursuant to Section 5.6, each certificate representing
Shares issued pursuant to the Plan shall bear the following legend or such other
legend as may be specified by the Committee:
"The shares represented by this certificate may not be sold, assigned,
transferred, pledged, alienated, hypothecated or otherwise disposed of and
are subject to the restrictions on transfer and forfeiture and resale
obligations set forth in the Restricted Stock Plan of Arrow Electronics,
Inc. (the "Company"), a copy of which is on file with the Secretary of the
Company."
ARTICLE 6
Voting and Dividend Rights
6.1 Voting Rights. Grantees holding Shares issued hereunder shall
have full voting rights on such Shares.
6.2 Dividend Rights. Grantees holding Shares issued hereunder shall
have the right to receive and retain dividends paid thereon, subject to Section
4.2 hereof.
ARTICLE 7
Miscellaneous Provisions
7.1 No Implied Rights. No employee or other person shall have any
claim or right to be granted an Award under the Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any Subsidiary.
7.2 Subsidiary. As used herein, the term "Subsidiary" shall mean any
corporation a majority of the outstanding voting stock of which is owned,
directly or indirectly, by the Company.
7.3 Securities Law Compliance. No Shares shall be issued hereunder
unless counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable Federal and State securities laws.
7.4 Taxes. The employee granted an Award (or his personal
representative) shall pay to the Company any amount requested by it in respect
of any Federal, State or local income or other taxes required by law to be
withheld with respect to the Shares issued to the employee. If the amount
requested is
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not promptly paid, the Committee may determine that the Shares are forfeited to
the Company pursuant to Section 5.2. In its sole discretion, the Committee may
permit a grantee to satisfy the obligation imposed by this Section, in whole or
in part, by delivering to the Company Shares owned by the grantee, which for
these purposes, shall be valued at the closing price per Share reported on the
Consolidated Tape (as such price is reported in The Wall Street Journal) as of
the last trading date preceding delivery of such Shares to the Company.
7.5 Expenses. The expenses of the Plan shall be borne by the
Company. However, if an Award is made to an employee of a Subsidiary of the
Company, such Subsidiary shall pay to the Company an amount equal to the fair
market value of the Shares, as determined by the Committee, on the date such
Shares are no longer subject to the restrictions imposed by Sections 5.1 and
5.2, minus the amount, if any, received by the Company in respect of the
purchase of such Shares.
7.6 Ratification of Actions. By accepting any Award or other benefit
under the Plan, each employee and each person claiming under or through him
shall be conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company, the Board or
the Committee.
7.7 Gender. The masculine pronoun means the feminine and the
singular means the plural wherever appropriate.
ARTICLE 8
Amendments or Discontinuance
The Plan may be amended at any time and from time to time by the
Board but no amendment which increases the aggregate number of Shares which may
be issued pursuant to the Plan shall be effective unless and until the same is
approved by the shareholders of the Company. No amendment of the Plan shall
adversely affect any right of any grantee with respect to any Award theretofore
granted without such grantee's written consent.
ARTICLE 9
Termination
This Plan shall terminate upon the earlier of the following dates or
events to occur:
(a) upon the adoption of a resolution of the Board terminating the
Plan; or
(b) December 31, 2006.
No termination of the Plan shall alter or impair any of the rights
or obligations of any person, without his consent, under any Award theretofore
granted under the Plan.
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