Exhibit 10.2
PRIVATE AND CONFIDENTIAL
(1) Arrow Electronics (UK) Limited a company registered in England and Wales
under number 02582534 and whose registered office is at Edinburgh Way,
Harlow, Essex, United Kingdom CM20 2DF ("the Company"); and
(2) Keryn Harriet Green of .
WHEREAS it is the intention of the parties that this document be executed as a
deed
NOW THIS DEED WITNESSES as follows:
1. Effective Date: 1 January 2004
2. Date of 1st March 1994. There is no employment with a
Continuous previous employer which: counts as part of your
Employment: period of continuous employment for statutory
purposes.
3. Job Title and President, Arrow Asia Pacific Effective date:
Duties: 1st March 2004.
3.1 You are employed as a senior executive of the
Company and will perform such reasonable duties
as may be assigned to you from time to time. You
will (without further remuneration), if and so
long as the Company requires carry out your
duties for the benefit of any Group Company
and/or hold office in or on behalf of the Group.
You warrant to the Company that in accepting
employment and performing your duties you shall
not be in breach of any express or implied terms
of any contract or other obligation binding upon
you.
3.2 You may be required by the Board for any period
covered by this Agreement and without being
entitled to further remuneration:
3.2.1 to act as an officer of any Group Company or
hold any other appointment or office as nominee
or representative of any Group Company; and
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3.2.2 to carry out all or any of the duties of your
employment on behalf of any other Group Company
by way of temporary or permanent secondment to
it.
3.3 You accept that the Company may in its
discretion require you to perform other duties
or tasks or accept responsibilities outside the
scope of your normal duties or to perform your
duties for the Company or any Group Company in
conjunction with another member of the Board and
you agree to perform those duties, accept those
responsibilities or undertake those tasks as if
they were specifically required under this
Agreement unless they represent a material
diminution in, or are materially inconsistent
with, your title, duties and responsibilities as
President, Arrow Asia Pacific.
3.4 During your employment you shall at all times:
3.4.1 devote substantially all of your normal business
time, attention and abilities to the business of
the Company or any Group Company as appropriate;
3.4.2 use your best endeavours to promote the
interests and reputation of the Company and the
Group giving at all times the full benefit of
your knowledge, expertise and skill;
3.4.3 faithfully and diligently and to the best of
your ability exercise such powers and perform
such duties in relation to the business of any
Group Company as the Board may from time to time
require;
3.4.4 keep the Board promptly and fully informed (in
writing if so requested) of your conduct of all
business on behalf of the Company and the Group
and give to the Board all such information,
explanations and assistance as it may require in
connection with the business of any Group
Company and your employment hereunder;
3.4.5 conform to the lawful instructions or directions
of the Board of the Company or the board of
Arrow Electronics Inc and implement and apply
the policy of the Company and the Group as
determined by the Board from time to time;
3.4.6 refrain from making any false or misleading
statement relating to the Company or any Group
Company;
3.4.7 promptly disclose to the Board any information
that comes into your possession which adversely
affects or may adversely affect the Company or
the Group or the business of the Company or the
Group including, but not limited to:
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(a) the plans of any other senior employee
to leave the Company or the Group
(whether alone or in concert with any
other employees);
(b) the plans of any other senior employee
(whether alone or in concert with any
other employees) to join a competitor or
to establish a business in competition
with the Company or any Group Company;
and
(c) the misuse by any employee of any
Confidential Information.
4. Full-Time 4.1 In pursuance of your employment you shall not
Employment without the prior written consent of the Board
And Conflict either as principal servant or agent carry on or
Of Interest: be engaged concerned or interested directly or
indirectly (whether alone or on your own behalf
or on behalf of or in association or conjunction
with any other person and whether as an employee
or in any other capacity) or plan or attempt to
do so in any trade business or occupation
whatsoever other than that of the Company or of
any other Group Company otherwise than as a
holder (directly or indirectly as above) for
investment purposes only of not more than one
per cent. of any class of shares or other
capital of any:
4.1.1 company whose shares or other capital are listed
on, or dealt in on or under the rules of an
investment exchange, including any market
comprised within such exchange, which is the
subject of a recognition order made in
accordance with section 290 and 292, Financial
Services and Markets Act 2000; or
4.1.2 company which is not listed or dealt in on any
such investment exchange as referred to above
and which does not compete with the Company or
any Group Company.
4.2 The provisions of this clause shall not prohibit
the holding of any non-executive directorship
with the prior approval of the Board, such
approval not to be unreasonably withheld,
provided that this does not in the sole and
absolute opinion of the Board interfere with
your responsibilities and/or the proper
performance of your duties under this Agreement.
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4.3 You will not during your employment introduce or
plan or attempt to do so to any other person,
firm, company or organisation business of any
kind with which the Company or any other Group
Company for which you have performed services
under this Agreement is able to deal and you
will not have any financial interest in, or
derive any financial or other benefit from,
contracts or transactions entered into by the
Company or any other Group Company for which you
have performed services under this Agreement
with any third party without first disclosing
such interest or benefit to the Board and
obtaining its written approval.
5. Location and 5.1 Your principal place of work whilst on expat
Mobility: assignment is the Arrow Asia Pacific regional
headquarters in Hong Kong.
5.2 You may be required to work at such other place
of business of the Group as the Company may
reasonably require from time to time.
5.3 You may be required to travel and work both
inside and outside the United Kingdom on the
business of the Company or any Group Company in
the proper performance of your duties from time
to time as the Board may in its absolute
discretion determine.
5.4 Terms of air travel and home leave associated
with your expat assignment are contained in a
separate assignment letter.
6. Annual 6.1 The Company shall pay to you during your
Compensation: employment a basic salary at the rate of
(pound)225,896 per annum which shall accrue from
day to day and be payable by equal monthly
instalments in arrears on or before the last day
of each calendar month by BACS transfer as per
the standard procedure of the Company and shall
be inclusive of any directors' and other fees
and emoluments receivable by you as a director
of the Company or of any Group Company. Your
base annual salary and targeted annual bonus
shall be payable in pounds sterling and shall be
reviewed and determined by the Compensation
Committee.
6.2 Your eligibility for a bonus under clause 6.1
above is subject to:
6.2.1 your being employed by the Company at the bonus
payment date; and
6.2.2 your not being under notice of termination of
your employment on the bonus payment date
whether served by the Company or yourself.
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6.2 Your base annual salary and targeted bonus shall
be converted from US dollars to pounds sterling
on January 1, 2004 based on the prior six-month
average interbank rate and shall henceforth be
maintained in pounds sterling.
6.3 Your 2004 base annual salary is (pound) 225,896
and your 2004 targeted bonus is (pound) 135,538
6.4 For the avoidance of doubt, at the time of any
review, the Compensation Committee shall not be
obliged to provide you with any upward variation
of your annual base salary or other benefits.
7. Expenses: 7.1 The Company shall reimburse to you during your
employment all reasonable travelling,
entertainment and other similar out of pocket
expenses properly and reasonably incurred by you
in the proper performance of your duties in
accordance with the Company's expenses policy
from time to time subject to production by you
of such evidence of such expenses as the Company
may reasonably require.
8. Spot Bonus: 8.1 In the event you continue with your interim
responsibilities as Head of OEM sales in Arrow
Asia Pacific, you will continue to participate
in a second bonus plan. Your targeted pay-out in
2004 is 25% of your pro-rated 2004 base annual
salary for the time spent in the role of Head of
OEM Sales for Arrow Asia Pacific. Your
performance review and criteria for payout will
be determined by the Chief Executive Officer of
Arrow Electronics Inc.
8.2 Your eligibility for a bonus under clause 8.1
above is subject to:
8.2.1 your being employed by the Company at the bonus
payment date; and
8.2.2 your not being under notice of termination of
your employment on the bonus payment date
whether served by the Company or yourself.
9. Deductions: 9.1 You authorise the Company to deduct from your
salary, any pay in lieu of notice, any other
termination payment or any other sums due to you
from the Company or any Group Company and any
other sums which you may owe the Company or any
Group Company.
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10 Hours: 10.1 Your hours of work are specifically defined by
your work tasks and the proper discharge of your
duties and are, therefore, not fixed save that
you are required to work a minimum 40 hour
working week. You shall at all times during your
employment (unless prevented by ill health and
except during holiday taken under this
Agreement) devote the whole of your time,
attention and ability to the duties of your
employment. You are not entitled to payment for
any overtime worked by you.
10.2 You agree that the limit in regulation 4(1),
Working Time Regulations 1998 ("the
Regulations") does not apply during your
employment and that your average working time
may therefore exceed 48 hours in each seven day
period (as defined by and calculated in
accordance with the Regulations). You can
withdraw your agreement to the terms of this
clause by giving to the Company three months'
written notice.
11. Car: 11.1. Whilst you hold a valid driving license a
Company vehicle will be provided for your use in
the UK. The make and model of the vehicle is
subject to a maximum monthly lease of (pound)800
inclusive of VAT. The Company shall also provide
you with auto insurance. A fuel card will be
provided and the Company will pay your private
and business mileage. Any personal tax liability
relating to the provision of a company car will
by your responsibility. You must comply with all
Group regulations relating to company cars.
11.2. You shall ensure that the vehicle is kept in
good condition and fully serviced at such
intervals as are recommended by the manufacturer
for such model and if so required that a current
test certificate is in force. You shall not use
the car for private purposes outside the United
Kingdom without the written consent of the
Company and you shall ensure compliance with any
applicable policy of motor insurance relating to
the car.
11.3. The car shall be returned in good condition and
together with its keys and all related documents
immediately upon the request by the Company for
any reason and in any event on termination of
your employment for any reason to the Company at
its principal place of business (or any other
place nominated by the Company for its return).
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11.4 Alternatively, you may elect to use your own
vehicle provided it is suitable, maintained,
taxed, repaired, cleaned and insured and take a
non-pensionable car allowance to the value of
(pound)9,600 per annum (gross). The allowance is
paid on a monthly basis via payroll less
deductions for tax and national insurance. You
will receive a fuel card as above. During the
first year of your employment under this
Agreement, the allowance may be paid at your
election as a one-off lump sum less deductions
for tax and national insurance in advance and
thereafter will revert back to a monthly
allowance.
11.5 Whilst on expat assignment in Hong
Kong you will be provided with a
company provided vehicle and driver
the details of which are outlined
in your assignment letter.
12 Holidays: 12.1 The Company's holiday year runs from the 1st
January to the 31st December and your holiday
entitlement will be 25 days in each complete
holiday year worked, plus Bank and other UK
public holidays to be taken at your discretion;
provided however, that you will use your best
efforts to ensure that such vacation does not
unduly interfere with the operation and
performance of the business of the Company or
any Group Company. In the first and last year of
employment your holiday entitlement will be pro
rated to your annual entitlement. The basis of
payment and/or repayment of holiday is 1/260th
of your basic salary for each working day.
12.2 You are entitled to your full remuneration and
benefits during days taken as holiday. The
provisions of regulation 15(1) to (4), Working
Time Regulations 1998 do not apply to your
employment.
12.3 Up to 5 days unused holiday entitlement may be
carried over from one calendar year to the next
year.
12.4 No payment will be made in lieu of unused
holiday entitlement except in the year in which
your employment ends where, if you have taken
more or less than your pro-rata entitlement, a
proportionate adjustment will be made by way of
addition to or deduction from your final salary
payment.
12.5 During any period of notice (whether given by
the Company or you) no contractual holiday
entitlement shall accrue, save that your
entitlement to annual leave pursuant to
regulation 13, Working Time Regulations 1998
shall continue to accrue during such period.
13. Pension Scheme 13.1 Your participation in the Arrow Electronics (UK)
and Permanent Pension Scheme ("the Arrow Scheme") will
Health continue provided you are in fulltime employment
Insurance: status with the Company. Company contributions
will be paid to the Arrow Scheme as set out in
the letter titled "Executive Pension
Arrangement". Your membership of the Arrow
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Scheme is subject to the rules by which it is
governed from time to time. The Company reserves
the right to amend or terminate the Arrow Scheme
without providing any replacement. As a member
of the Arrow Scheme you are included in the
Company's Permanent Health Insurance Scheme.
Company contributions are subject to a Plan
Limit in order to comply with Inland Revenue
restrictions governing maximum funding and
benefit levels.
13.2 The Company has not opted to treat your
employment as contracted-out employment by
reference to an occupational pension scheme and
a contracting-out certificate issued in
accordance with the Pension Schemes Act 1993 is
not in force in respect of the employment.
13.3 The Company reserves the right to terminate its
participation in the Permanent Health Insurance
Scheme or to substitute another provider or to
alter the benefits available to you under, or
the terms and conditions of, that scheme at any
time. No liability will accrue to the Company in
the event that permanent health insurance cover
for you is refused by the provider or any
conditions or limitations to the benefit are
applied by the provider. The Company's sole
obligations in respect of this insurance are to
pay the premium from time to time required by
the provider and to pay to you such sums (if
any) as may from time to time be received by the
Company from the provider in respect of any
claim made by you under the scheme. For the
avoidance of doubt the Company shall be under no
obligation to take any action to enforce the
terms of the insurance or otherwise to procure
the benefit of the insurance for you or to
arrange provision of cover with another insurer
or to meet the cost of that cover or the amount
of any lump sum payment.
13.4 Without prejudice to the Company's rights under
this Agreement if you are in receipt of payments
under the permanent health insurance benefit
referred to above the Company shall be entitled
in its sole and absolute discretion to continue
the employment to facilitate your continuing
receipt of those payments. During such continued
employment, your entitlement to any salary,
bonus, sick pay, holiday or other benefit
whatsoever referred to in this Agreement or
which you receive by virtue of your employment
(save for the permanent health insurance
benefit) shall terminate.
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13.5 The Company shall be entitled to exercise all of
its rights under this Agreement, notwithstanding
that the effect of the exercise of such rights
is or may be to terminate your employment in
circumstances or at a time as a result of which
you are or may be deprived of any benefit
(actual or contingent) under any permanent
health insurance scheme which may be provided
from time to time by the Company pursuant to
this clause 13.
14. Executive 14.1 You will also participate in a non tax-approved
Pension: unfunded retirement benefit scheme ("the
UURBS"). The UURBS will be used to pension that
part of your annual gross salary that exceeds
the Plan Limit applicable for the purposes of
the Arrow Scheme. Further details of the UURBS
and the terms of your membership are set out in
the letter titled "Executive Pension
Arrangement".
15. Life Assurance: 15.1 Your participation in the Company's life
insurance program will continue on the same
basis as prior to your US assignment, providing
a lump sum benefit of 4 times your base annual
salary on death during the Employment Period.
Your membership of the life assurance
arrangements is subject always to their rules
from time to time in force and subject further
to such terms and conditions imposed by the
relevant provider with whom such benefits are
insured.
15.2 The Company reserves the right to cease to offer
life assurance or to substitute another provider
or to alter the benefits available to you under,
or the terms and conditions of, that scheme at
any time. No liability will accrue to the
Company in the event that life assurance cover
for you is refused by the provider or any
conditions or limitations to the benefit are
applied by the provider. The Company's sole
obligations in respect of this insurance are to
pay the premium from time to time required by
the provider and to pay to you such sums (if
any) as may from time to time be received by the
Company from the provider in respect of any
claim made by you under the scheme and for the
avoidance of doubt the Company shall be under no
obligation to take any action to enforce the
terms of the insurance or otherwise to procure
the benefit of the insurance for you.
16 Stock Plans: 16.1 You will continue to participate in the Arrow
Electronics, Inc. stock program. You will
receive information on this plan sometime during
the first quarter of 2004.
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17 Private 17.1 Your participation in the UK Company medical
Medical insurance program will continue. This program
Insurance: provides private medical insurance for yourself,
your partner and your dependent children under
the age of 21. Your membership in the medical
insurance program is subject always to the rules
of the Plan from time to time in force and
subject further to such terms and conditions
imposed by the relevant provider with whom such
benefits are insured. Whilst on expat assignment
in Hong Kong you will also be covered by the
Arrow Asia Pacific Ltd. medical insurance
program offered to employees working in Hong
Kong.
17.2 The Company reserves the right to cease to
provide medical insurance or to substitute
another provider or to alter the benefits
available to you under, or the terms and
conditions of, that scheme at any time. No
liability will accrue to the Company in the
event that private medical insurance cover for
you is refused by the provider or any conditions
or limitations to the benefit are applied by the
provider. The Company's sole obligations in
respect of this insurance are to pay the premium
from time to time required by the provider and
to pay to you such sums (if any) as may from
time to time be received by the Company from the
provider in respect of any claim made by you
under the scheme and for the avoidance of doubt
the Company shall be under no obligation to take
any action to enforce the terms of the insurance
or otherwise to procure the benefit of the
insurance for you.
18. Sickness 18.1 If you are absent for certified illness or
& Injury: injury, and after you have satisfactorily
completed your probationary period, the Company
may, at its discretion, make a payment to you in
addition to Statutory Sick Pay. Further details
are contained in the Employee Handbook. You will
if required by the Company agree to a medical
examination by a medical practitioner selected
and paid for by the Company. You hereby
authorise such medical practitioner to disclose
to and discuss with the Company any matters
which, in his opinion, might hinder or prevent
you (if during a period of incapacity) from
returning to work or from properly performing
your duties any time in addition to the results
of any medical examination.
18.2 In respect of any period of absence from your
employment due to sickness or injury, you shall
complete such self-certification forms and
provide such other medical certification in
respect of that absence as the Company may
reasonably require from time to time.
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18.3 The Company at all times reserves the right to
withhold, discontinue or request repayment of
any contractual sick pay if:
18.3.1 it is satisfied that there has been any abuse of
the sick pay arrangements or misrepresentation
of your health;
18.3.2 if an injury from an accident at work was caused
by your misconduct at work;
18.3.3 if in the opinion of a doctor nominated by the
Company, you are well enough to work; or
18.3.4 if you behave in a manner likely to retard
recovery.
18.4 If you are incapable of performing your duties
by reason of circumstances where you have a
claim for compensation against a third party and
you recover compensation for loss of earnings
whether from that third party or otherwise, you
shall repay a sum equal to the amount recovered,
or, if less, any amounts paid to you by the
Company during your absence.
19. Smoking Policy: 19.1 The Company has adopted a no-smoking policy and
your employment with the Company is subject to
you following the policy.
20. Employment 20.1 The "Employment Period" as used in the
Period: Agreement, shall mean the period beginning as of
the date hereof and terminating on the last day
of the calendar month in which the first of the
following occurs:
20.1.1 death; or
20.1.2 you become Disabled as determined in accordance
with clause 21.2 below and subject to the
provisions thereof;
20.1.3 termination of your employment by the Company
for Cause as defined in clause 23 below, or
20.1.4 the initial fixed period of employment to
January 31, 2005 expires; provided, however,
that, unless sooner terminated as otherwise
provided herein, the Employment Period shall
continue for a further consecutive period of
twelve (12) months but subject to termination by
either party giving to the other written notice
not less than 12 months prior to the expiry of
any of the subsequent fixed periods.
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21. Termination: 21.1 This agreement will automatically terminate when
you reach your 65th birthday.
21.2 For the purposes of this Agreement, you will be
deemed "Disabled" upon the earlier to occur of:
21.2.1 your becoming Disabled as defined under the
terms of the Permanent Health Insurance Scheme
applicable to you, under clause 13.1 and
21.2.2 your absence from your duties hereunder on a
full-time basis for 12 consecutive months as a
result of your incapacity due to accident or
physical or mental illness. If you become
Disabled, the Employment Period shall terminate
on the last day of the current 12 month period
referred to in clause 20.1.4 above. Until such
termination of the Employment Period, the
Company shall continue to pay to you your base
salary, any additional compensation authorised
by the Company's Board of Directors, and any
other remuneration and benefits provided to you
during your employment under the terms of this
Agreement, all without delay, diminution or
proration of any kind whatsoever (except that
your remuneration hereunder shall be reduced by
the amount of any payments you may otherwise
receive as a result of your disability pursuant
to your Permanent Health Insurance under clause
13.1 of this Agreement).
21.3 After termination of the Employment Period as a
result of your becoming Disabled, any continued
participation by you in the retirement,
perquisites and/or health and welfare benefit
plans of the Company shall be subject to the
Plan rules, eligibility requirements, terms and
conditions set forth in these plans.
21.4 In the event that, notwithstanding such a
determination of your becoming Disabled, you are
determined not to be totally and permanently
disabled prior to the then scheduled expiration
of the Employment Period, you shall be entitled
to resume employment with the Company under the
terms of this Agreement for the then remaining
balance of the Employment Period.
21.5 Your rights on termination in the event of a
change of control of Arrow Electronics Inc, are
contained in the change of control agreement
between you and Arrow Electronics Inc. dated the
date hereof. Any payments and/or benefits
received by you under that agreement shall
exhaust in full any payment(s) or benefits which
may be due to you on termination by the Company
under this Agreement and shall discharge the
Company's liability in relation to the same.
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21.6 If you shall cease by reason of your own act or
default to be a director of the Company you
shall be deemed to be in breach of this
Agreement and your employment shall ipso facto
terminate.
22. Termination 22.1 In the event that the Company terminates your
without Cause: employment without cause, it may at its
discretion terminate your employment with
immediate effect and pay you a sum in lieu of
your prevailing salary less income tax and
national insurance deductions in lieu of all or
any unexpired balance of the Employment Period
in clause 20.1.4. You shall also be entitled to
two-thirds of your incentive for the Employment
Period in clause 20.1.4, vesting of any
restricted stock awards and the immediate
exercisability of any stock options, as well as
your rights under clause 21.2 which would have
vested or become exercisable during the full
Employment Period.
22.2 Any amounts payable to you under this clause 22
shall be reduced by the amount of your earnings
from other employment (which you shall have an
affirmative duty to seek; provided, however,
that you shall not be obligated to accept a new
position which is not reasonably comparable to
your employment with the Company).
23. Termination for 23.1 Notwithstanding the provisions of clauses 21,
Cause: and 22 above, the Company may terminate your
employment for cause by written notice having
immediate effect and without notice or payment
in lieu of notice or payment of any compensation
or liquidated damages if you:
23.1.1 commit any breach of this Agreement other than a
breach which is capable of remedy and is
remedied forthwith by you at the Company's
request to the complete satisfaction of the
Company; or
23.1.2 are charged with or convicted of a criminal
offence other than an offence carrying a fixed
penalty under the Road Traffic Acts;
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23.1.3 are guilty of any financial dishonesty,
including, without limitation, fraud or the
misappropriation of funds or property of the
Company or any Group Company, or an attempt to
secure any personal profit related to the
business or the business opportunities of the
Company or any Group Company without the
informed written approval of the Board; or
23.1.4 become bankrupt, apply for a bankruptcy petition
or have a bankruptcy order made against you,
apply for or have made against you a receiving
order or make any composition or enter any deed
of arrangement with your creditors or have an
interim order made against you pursuant to
section 252, Insolvency Act 1986; or
23.1.5 are disqualified or prohibited from being a
director by reason of an order made by any
competent court or without express written
consent of the Board resign or cease to hold
office as a director of the Company or of any
Group Company; or
23.1.6 abuse or become dependent upon or habitually
under the influence of alcohol or drugs (whether
prescribed or not) which may in the opinion of
the Board affect your ability to perform your
duties under this Agreement or which may bring
the Company or any other Group Company into
disrepute or prejudice its or their interests;
or
23.1.7 are dishonest or guilty of wilful or gross
misconduct in the performance of your duties or
wilful neglect of duty or wilfully refuse to
comply with the lawful instructions of the Board
or if you shall not have corrected such conduct
to the satisfaction of the Company within thirty
days after such notice, this Agreement shall
terminate and the Company shall have no further
obligation to you hereunder;
23.1.8 by your actions or omissions (whether or not
during or in the context of the employment)
bring the name or reputation of the Company or
any Group Company into disrepute or prejudice
the interests of the business of the Company or
any Group Company; or
23.1.9 fail to comply in any material respect with any
policy of the Company or any Group Company which
has been communicated to you including, without
limitation, any policy in respect of dealing in
shares, equal opportunities and harassment, data
protection and use of e-mail and the internet.
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23.2 The Company's disciplinary rules and grievance
procedures shall not apply to a termination
under this clause.
24. Garden Leave: 24.1 At any time after notice to terminate this
Agreement has been served or received by the
Company, the Company may elect to suspend you
from the performance of all or any of your
duties under this Agreement and, after doing so
appoint a replacement to hold the same or
similar job title as you and/or require you to
perform only such duties, specific projects or
tasks as are assigned to you expressly by the
Company, in any case for such period or periods
and at such place or places (including, without
limitation, your home) as the Company in its
absolute discretion may decide and/or for your
replacement to carry out all or any of your
duties instead of you and/or exclude you from
all or any premises of the Group and/or announce
to employees, suppliers and customers that you
have ceased or will cease to be employed by the
Company. You shall continue to receive your full
pay and contractual benefits (excluding any
bonus) during any such period. During any such
period you shall continue to be bound by the
express and implied duties of your employment,
including, without limitation, by the duty of
fidelity and good faith owed to the Company and
by the provisions at clause 4 of this Agreement.
24.2 During any such period you shall:
24.2.1 if requested by the Company, resign from any
directorships trusteeships or other offices
which you may hold in the Company or any Group
Company or which you may hold as nominee of the
Company or any Group Company;
24.2.2 notify the Company of any change of address or
contact details;
24.2.3 if requested by the Company return all Company
property which is held by you or is under your
control including without limitation all
Confidential Information, documents, software
and copies of documents and software;
24.2.4 if requested by the Company, refrain from
engaging in any contact (whether or not at your
own instance with) directors, employees,
officers, agents, clients and professional
contacts of the Company or any Group Company
except where such employees, clients and
professional contacts are personal friends of
yours and you are contacting them in a personal
capacity;
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24.2.5 if requested by the Company cease to be an
authorised signatory of the Company or hold a
power of attorney for the Company;
24.2.6 if requested by the Company take holiday which
has accrued up to the commencement of such
period or which accrues during such period,
during the period on such day or days as the
Company may specify. No contractual holiday
entitlement shall accrue during such period
itself, save that your entitlement to annual
leave pursuant to regulation 13, Working Time
Regulations 1998 shall continue to accrue during
such period.
24.3 During any such period of garden leave referred
to above, the Company or any Group Company shall
be entitled to make such announcements or
statements to employees, clients and
professional contacts of the Company or any
Group Company concerning you as in its sole and
absolute discretion it may decide.
25. Duties on 25.1 Upon the termination of the employment for any
Termination reason or if you shall cease for any reason to
be a director of the Company, you shall
forthwith if so requested by the Company:
25.1.1 immediately resign without compensation from
your office as director of the Company, all
other companies of which you are a director
which are members of the Group, and all other
companies of which you shall have been appointed
a director by any member of the Group by virtue
of any right of nomination vested in such
member; and
25.1.2 transfer without payment as the Company may
direct any shares held by you required to be
transferred either in accordance with the
Company's articles of association or the
articles of association of any Group Company or
any agreement by which you are bound.
25.2 You hereby irrevocably and by way of security
authorise the Company to appoint some person in
your stead and on your behalf to do all such
things and execute all such documents which you
are obliged to execute and do under this
Agreement (including without limitation those
documents which may be necessary for or
incidental to your resignation from office and
transfer of shares in the above sub- clause.
16
25.3 Upon termination of the employment for whatever
reason you shall immediately deliver to the
Company all documents and property belonging or
relating to the Company or any Group Company in
your possession or control including, without
limitation:
25.3.1 all keys, security passes, plans, statistics,
documents, records, papers, magnetic disks,
tapes or other software storage media including
any copies thereof;
25.3.2 all credit cards and charge cards provided for
your use by the Company or any Group Company;
25.3.3 the car provided under clause 11 and all keys or
documents relating to it;
25.3.4 all Executive Materials owned by or licensed to
any Group Company;
25.3.5 details of any password used by you to access
the computer system or PC of any member of the
Group and you will not retain any copies
thereof; and
25.4.6 all Confidential Information and any copy,
record or memorandum of any Confidential
Information made by you during the employment.
26. Non You accept that the restrictions set out below are in
Competition: the interests of the parties and afford reasonable and
necessary protection to legitimate business interests of
the Company.
26.1 For the period of 12 months' after the
termination of your employment under this
agreement, you will not directly or indirectly:
26.1.1. be engaged or concerned or interested in or
carry on in any capacity any business within the
Restricted Area wholly or partly in competition
(or which will within such period compete) with
the Restricted Business (save for the holding as
a passive investor only of not more than 1% of
the issued ordinary shares of any company of a
class which are listed or traded on the London
Stock Exchange, any other recognised stock
exchange or NASDAQ);
26.1.2. canvass, solicit, interfere with, seek or
endeavour to entice away from the Company or any
other Group Company in any capacity whatsoever,
any business, orders or custom which is similar
to or in competition with any custom or business
from any Customer so as to compete with the
Restricted Business;
17
26.1.3. accept in any capacity whatsoever, any business,
orders or custom which is similar to or in
competition with the Restricted Business from
any Customer;
26.2 For the period of 12 months' after the
termination of your employment under this
Agreement, you will not directly or indirectly:
26.2.1 solicit or endeavour to entice away from the
Company or any Group Company any Employee or
offer employment or engagement to any Employee
with a view to the specific knowledge or skills
of such person being used by or for the benefit
of any person carrying on business which is
similar to or in competition with the Restricted
Business or do any act which may encourage any
Employee to terminate his employment,
appointment or contract with the Company or any
Group Company.
26.2.2 If the Company exercises its right to place you
on garden leave under clause 24, the periods
referred to above shall be reduced by one day
for every day during which you are on garden
leave.
26.3 You shall not at any time (whether during the
employment or thereafter) use any name (whether
as part of a corporate name or otherwise) which
is used by the Company or any other Group
Company at the Termination Date or any other
name which is likely to cause confusion with any
such name in the minds of members of the public.
26.4 You shall not at any time after the Termination
Date represent yourself as being employed by or
otherwise connected with the Company or any
other Group Company.
26.5 You shall at the request of the Company enter
into a direct agreement or undertaking with any
other Group Company by which you will accept
restrictions corresponding to the restrictions
contained in this clause (or such of them as the
Company may require in the circumstances).
26.6 You acknowledge that the provisions of this
clause constitute severable undertakings given
for the benefit of the Company and all other
Group Companies and may be enforced by the
Company on its own behalf or on behalf of any
other Group Company.
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26.8 In the event of any clause contained in this
Agreement or any part thereof being declared
invalid or unenforceable by any court of
competent jurisdiction, all other clauses or
parts thereof contained in this Agreement shall
remain in full force and effect and shall not be
affected thereby.
26.9 Each restriction set out above (whether drafted
separately or together with another) is
independent and severable from the other
restrictions and enforceable accordingly. If any
restriction is found to be void, invalid,
illegal or unenforceable for any reason by any
court of competent jurisdiction but would be
enforceable if part of the wording were deleted,
or the period thereof reduced, or area covered
or range of activities reduced it will apply
with such deletions or modifications as may be
necessary to make it valid and enforceable.
26.10 The Company may transfer or assign its rights
under this clause to its successors in title.
You may not transfer or assign any rights or
obligations under this clause.
26.11 If, during the period in which any of the
restrictions in this clause operate after the
termination of your employment, any third party
makes you an offer of employment or a contract
for services or any other contract which would
or might involve you being in breach of any of
the said restrictions, you shall promptly, and
before accepting any such offer, bring the terms
of this agreement to that third party's
attention.
27. Confidentiality: 27.1 Without prejudice to your obligations arising by
law, you will not at any time during your
employment or at any time after your employment
has terminated directly or indirectly disclose,
exploit, communicate or publish or make use of
for your own purposes or those of any third
party any Confidential Information as to the
practice, business dealings or affairs of the
Company or any of the Company's customers or
clients that may come to your knowledge by
reason of your employment for any purpose other
than a legitimate purpose of the Company save
that nothing in this clause shall be construed
as preventing you from making a protected
disclosure within the meaning of the Public
Interest Disclosure Act 1998.
19
27.2 You will not at any time during your employment
or after its termination make, except for the
benefit of the Company or any Group Company any
copy, record, or memorandum (whether or not
recorded in writing or on computer disk or tape)
of any Confidential Information.
27.3 The restrictions contained in this clause shall
not apply to any use or disclosure which is:
27.3.1 necessary in the proper performance of your
duties during your employment;
27.3.2 authorised in writing by the Board; or
27.3.3 required by law.
27.4 You shall at all times during the employment and
after its termination use your best endeavours
to prevent the unauthorised use, exploitation,
disclosure, communication or publication of any
Confidential Information whether by any officer
or employee of the Company or any other Group
Company or by any third party and shall promptly
report to the Board any such unauthorised use,
exploitation, disclosure, communication or
publication which comes to your knowledge.
28. Tax Preparation 28.1 The Company shall make available to you tax
Assistance: preparation assistance for your personal income
tax declarations in the UK, HK and, if
necessary, US for the duration of your Hong Kong
assignment. The expense for this service shall
be fully paid by the Company and the Company
reserves the right at all times to select the
provider of such service.
29. Protection 29.1 In the event you are assessed any state or
against federal income taxes in the United States as a
US taxes: result of your frequent and from time to time
extended business travel during the Employment
Period, the Company assumes the responsibility
for paying the excess tax costs incurred as a
result of this business travel.
30. Intellectual 30.1 You will promptly disclose and deliver to the
Property: Company for the exclusive use and benefit of the
Company and the Group any Executive Materials
and will irrespective of the termination of your
employment give all information and data in your
possession as to the exact mode of working,
producing and using the same and will also give
all such explanations, instructions and
documents to the Company as the Board may deem
appropriate to enable the full and effectual
working, production or use of the same to enable
the Company to exploit the Executive Materials
and Intellectual Property to the best advantage.
20
30.2 To the extent not vested in the Company by
operation of law, you hereby assign to the
Company absolutely with full title guarantee the
Intellectual Property for the full term of such
rights and all renewals and extensions, together
with all accrued causes of action.
30.3 You hereby undertake to keep proper notes and
records of all Executive Materials and
Intellectual Property Rights in them.
30.4 You shall mark all Executive Materials with such
patent, copyright, trade mark and other notices
as the Company may require from time to time.
30.5 You shall, without payment (unless otherwise
agreed in writing by the Company or to the
extent provided in section 40, Patents Act 1977)
and whether during or after the continuance of
your employment, promptly do all such further
acts and deeds and things and execute all such
further documents and instruments as may from
time to time be required by the Company or its
nominee that are necessary or desirable to vest
absolute legal and beneficial ownership of the
Intellectual Property in the Company or its
nominee and to perfect the Company's or its
nominee's respective titles thereto and to
enable the Company and its nominee to protect
and enforce such Intellectual Property including
(if requested) assisting in legal proceedings.
30.6 You hereby irrevocably waive your moral rights
in the Executive Materials anywhere in the
world, so that the Company or any third party
may use and adapt all such Executive Materials
in whatsoever way the Company or such third
party determines without infringing such moral
rights including (but without limitation) the
right to be identified, the right of integrity
and the right against false attribution.
30.7 Rights and obligations under this clause shall
continue in force after the termination of this
Agreement and shall be binding upon your heirs
and successors, assigns and representatives.
21
30.8 Nothing in this Agreement shall oblige the
Company or any Group Company to seek patent or
other protection for the Intellectual Property
nor to exploit or otherwise make use of such
materials.
31. Data Protection: 31.1 For the purposes of the Data Protection Act 1998
you consent to the processing of all or any
personal data including sensitive personal data
as defined in the Data Protection Act 1998 (in
manual, electronic or any other form) relevant
to your employment, by the Company and/or any
Group Company and/or any agent or third party
nominated by the Company and bound by a duty of
confidentiality. Processing includes but is not
limited to obtaining, recording, using and
holding data and includes the transfer of data
to any country either inside or outside the EEA.
31.2 You agree to fully observe and perform the
obligations imposed on individuals contained in
the Data Protection Act 1998 and any codes of
practice or guidance issued under the Act and
the Company's data protection policy in force
from time to time in relation to any personal
data including sensitive personal data that may
come into your possession whilst employed by the
Company. Breach of this clause may constitute a
disciplinary offence.
32. Access To 32.1 You may be provided with access to the e-mail
Email And and internet for the better performance of your
The Internet: duties and the Company's e-mail/internet policy
in force from time to time applies to you
provided that you shall not send any e-mail of a
defamatory or abusive nature or which
constitutes sexual, racial or any other form of
harassment and you shall be prohibited from
downloading any pornographic or other offensive
material and you indemnify the Company during
and after the employment against all liability
resulting from your breach of this clause.
32.2 The Company reserves the right to monitor all
e-mail/internet activity by you for the purposes
of ensuring compliance with the Company's
policies and procedures and of ensuring
compliance with relevant regulatory requirements
and you hereby consent to such monitoring.
33. Amendments And 33.1 No amendment to the provisions of this Agreement
Waivers: shall be effective unless in writing and signed
by the parties hereto or their duly authorised
representatives.
22
33.2 All rights, remedies and powers conferred upon
the parties hereto are cumulative and shall not
be deemed or construed to be exclusive of any
other rights, remedies or powers now or
hereafter conferred upon the parties hereto or
either of them by law or otherwise.
33.3 Any failure at any time to insist upon or
enforce any such right, remedy or power shall
not be construed as a waiver thereof.
34. Disciplinary 34.1 Any matter of discipline will be considered and
Rules, determined by the Board. If you have any
Grievance grievance relating to your employment, or are
Procedures: dissatisfied with any disciplinary decision
relating to you, you should apply in writing to
the Chairman of the Company, whose decision
shall be final. The disciplinary rules and
grievance procedures do not form part of your
contract of employment.
35. Post- 35.1 Any provision of this Agreement which
Termination contemplates or is capable of operation after
Provisions: the termination of the employment shall apply
notwithstanding termination of the employment
for whatever reason, including, without
limitation, an unlawful termination by the
Company.
36. Office 36.1 The Company will provide you with an office,
and Staff: secretary and such other facilities as may be
reasonably required for the proper discharge of
your duties under this Agreement.
37. Indemnification: 37.1 The Company agrees to indemnify you for any and
all liabilities to which you may be subject as a
result of your employment hereunder (and as a
result of your service as an officer or director
of the Company, or as an officer or director of
any Group Company, as well as the costs of any
legal action brought or threatened against you
as a result of such employment, to the fullest
extent permitted by law.
38. Whole 38.1 Save for any agreements referred to expressly in
Agreement: this Agreement, this Agreement constitutes the
whole agreement between the parties. All other
agreements (if any) for service between the
Company and/or any Group Company) and you are
hereby abrogated and superseded and any sum or
sums paid to you by way of remuneration under
any such other agreements after the commencement
of the employment shall be deemed to have been
received by you on account of the remuneration
payable to you under this Agreement. For the
avoidance of doubt, if there is any conflict or
overlap between this Agreement and the provision
of the Change of Control Agreement dated the
date hereof between yourself and the Company,
the provisions of the Change of Control
Agreement will take precedence.
23
38.2 You have not been induced to enter into this
Agreement in reliance on, nor have you been
given, any warranty, representation, statement,
agreement or undertaking of any nature
whatsoever other than as are expressly set out
in this Agreement and, to the extent that any of
them have been, you unconditionally and
irrevocably waives any claims, rights or
remedies which you might otherwise have had in
relation thereto.
38.3 There is no collective agreement which directly
affects the terms and conditions of employment
contained in this Agreement.
39. Governing Law: 39.1 This Agreement shall be governed by and
construed in all respects in accordance with the
laws of England.
39.2 Each of the parties hereto hereby irrevocably
submits to the exclusive jurisdiction of the
English Courts.
40. Definitions: 40.1 For the purposes of this Agreement:
"Board" means the board of directors from time
to time of the Company or the directors present
at a meeting of directors at which a quorum is
present or a duly appointed committee of the
Board and includes any person or the board of
any other Group Company nominated by the Board
from time to time of the Company for the
relevant purposes of this Agreement.
"Compensation Committee" means the compensation
committee of Arrow Electronics, Inc.
"Confidential Information" means all
confidential information or trade secrets
belonging to or concerning the Company or any
other Group Company including, but not limited
to, any information expressly designated by the
Company or any other Group Company as being
confidential and any information concerning its
or their:
(a) properties, finances, business
transactions, research activities,
dealings and affairs and prospective
business transactions, research
activities, dealings and affairs;
(b) customers, including, without
limitation, customer lists, customer
identities and customer requirements;
24
(c) existing and planned product lines,
price lists and pricing structures
(including, without limitation,
discounts, special prices or special
contract terms offered to or agreed with
customers);
(d) the technology underlying the concepts,
products and services of any Group
Company;
(e) business plans and sales and marketing
information, plans and strategies,
processes and formulae;
(f) computer systems, source codes and
software;
(g) the Executive Materials and Intellectual
Property Rights in Executive Materials
which are owned by or licensed to or
were previously owned by or licensed to
any Group Company;
(h) directors and employees (including,
without limitation, the decisions or
contents of Board meetings); and
(i) the identities or lists of suppliers,
licensors, licensees, agents,
distributors or contractors (both
current and those who were customers,
suppliers, licensors, licensees, agents,
distributors or contractors during the
previous two years) of any Group
Company.
"Confidential Information" shall not include any
information which is publicly available or
becomes generally available to the public
otherwise than by or as a result of a breach of
this Agreement by you.
"Customer" means any person firm or company with
whom you or anyone working under your
supervision or control deal personally, was
responsible for or acted for (other than at a de
minimis level) and who, at the termination of
your employment, was negotiating with the
Company or any Group Company for Restricted
Business or with whom the Company or any Group
Company has conducted any Restricted Business at
any time during the final 12 months of your
employment with the Company;
25
"Employee" means any person who was during the
final 12 months of your employment with the
Company an employee, director or consultant of
the Company or a Group Company working in a
senior management, senior technical or senior
sales position or above and with whom you had
dealings (other than at a de minimis level) in
the 12 months immediately preceding the
Termination Date;
"Group Company" means together the Company, its
holding company if any, and every company which
is for the time being a subsidiary company of
the Company or such holding company. For the
avoidance of doubt, this shall include Arrow
Electronics, Inc. and any and every company
which is a subsidiary company or holding company
or otherwise an affiliate of it and the
expressions, "subsidiary" and "holding company"
bear the same meanings in this agreement as they
respectively bear in the Companies Act 1985;
"Group" means the Company and each Group
Company;
"Executive Materials" means any materials
(including products, inventions, research,
software, formulae, databases, instructions,
manuals, brochures, designs, documents, models,
drawings and reports) developed, written,
prepared, devised or discovered by you during
the course of your employment by the Company;
"Intellectual Property" means Intellectual
Property Rights in Executive Materials;
"Intellectual Property Rights" means all
intellectual and industrial property rights in
all and any part of the world, including,
without limitation, any invention, discovery,
patent, utility model rights, copyright, trade
marks, trade names, internet domain names,
design rights, designs, service marks, database
rights, topography rights and any other rights
of a similar nature whether or not any of the
same are capable of protection by registration,
and the right to apply for any of them;
"Restricted Area" means United States, Canada,
Mexico, South America, Europe, Middle East,
Africa and Asia;
"Restricted Business" means the wholesale
distribution of electronic components and all or
any other commercial activities carried on or to
be carried on by the Company or any Group
Company at the Termination Date in which you
worked or about which you knew confidential
information at any time during the final two
years of your employment with the Company; (j)
"Termination Date" means the date of termination
of your employment.
26
This document, together with the enclosed Employee Handbook, forms your contract
of employment with Arrow Electronics (UK) Ltd. For the avoidance of doubt, if
there is any conflict between the provisions of the Employee Handbook and this
Agreement, the provisions of this Agreement shall apply.
EXECUTED as a deed by the Company
acting by
.........................)
) /s/ Peter S. Brown
------------------
.........................) Director
) /s/ Paul J. Reilly
------------------
Director/Secretary
Date:
EXECUTED as a deed by Keryn Harriet Green
in the presence of
/s/ Keryn Harriet Green
-----------------------
Keryn Harriet Green
Witness signature:
Witness name:
Witness address:
Date:
27