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EXHIBIT 10.1
EMPLOYMENT AGREEMENT made as of the 1st day of January, 2007
by and between ARROW ELECTRONICS, INC., a New York corporation with its
principal office at 50 Marcus Drive, Melville, New York 11747 (the "Company"),
and M. CATHERINE MORRIS, residing at 9502 East Maplewood Circle, Englewood,
Colorado 80111 (the "Executive").
WHEREAS, the Company desires to employ the Executive, and the
Executive desires to be employed by the Company, as a Senior Vice President of
the Company and Co-President, Arrow Enterprise Computing Solutions ("ECS") and
member of the ECS Office of the President, with the responsibilities and duties
of an executive officer of the Company; and
WHEREAS, the Company and the Executive wish to provide for the
employment of the Executive as an employee of the Company and for her to render
services to the Company on the terms set forth in, and in accordance with the
provisions of, this Employment Agreement (the "Agreement"), which Employment
Agreement shall supersede and replace any agreement pertaining to the
Executive's employment by the Company, written or oral, entered into prior to
the date hereof;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties agree as follows:
1. EMPLOYMENT AND DUTIES.
(a) EMPLOYMENT. The Company hereby employs the Executive for
the Employment Period defined in Paragraph 3, to perform such duties for the
Company and its subsidiaries and affiliates and to hold such offices as may be
specified from time to time by the Company's Board of Directors, subject to the
following provisions of this Agreement. The Executive hereby accepts such
employment.
(b) DUTIES AND RESPONSIBILITIES. It is contemplated that the
Executive will be a Senior Vice President of the Company and Co-President, Arrow
Enterprise Computing Solutions, but the Board of Directors shall have the right
to adjust the duties, responsibilities, and title of the Executive as the Board
of Directors may from time to time deem to be in the interests of the Company
(provided, however, that during the Employment Period, without the consent of
the Executive, she shall not be assigned any titles, duties or responsibilities
which, in the aggregate, represent a material diminution in, or are materially
inconsistent with, her prior title, duties, and responsibilities as a Senior
Vice President of the Company and Co-President, Arrow Enterprise Computing
Solutions).
If the Board of Directors does not either continue the
Executive in the office of a Senior Vice President of the Company and
Co-President, Arrow Enterprise Computing Solutions or elect her to some other
executive office satisfactory to the Executive, the Executive shall have the
right to decline to give further service to the Company and shall have the
rights and obligations which would accrue to her under Paragraph 6 if she were
discharged without cause. If the Executive decides to exercise such right to
decline to give further service, she shall within forty-five days after such
action or omission by the Board of Directors give written notice to the Company
stating her objection and the action he thinks necessary to correct it, and she
shall permit the Company to have a forty-five day period in which to correct its
action or omission. If the Company makes a correction satisfactory to the
Executive, the Executive shall be obligated to continue to serve the Company. If
the Company does not make such a correction, the Executive's rights and
obligations under Paragraph 6 shall accrue at the expiration of such forty-five
day period.
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(c) TIME DEVOTED TO DUTIES. The Executive shall devote all of
her normal business time and efforts to the business of the Company, its
subsidiaries and its affiliates, the amount of such time to be sufficient, in
the reasonable judgment of the Board of Directors, to permit her diligently and
faithfully to serve and endeavor to further their interests to the best of her
ability.
2. COMPENSATION.
(a) MONETARY REMUNERATION AND BENEFITS. During the Employment
Period, the Company shall pay to the Executive for all services rendered by her
in any capacity:
(i) a minimum base salary of $400,000 per year
(payable in accordance with the Company's then prevailing
practices, but in no event less frequently than in equal monthly installments),
subject to increase if the Board of Directors of the Company in its sole
discretion so determines; provided that, should the Company institute a
Company-wide pay cut/furlough program, such salary may be decreased by up to
15%, but only for as long as said Company-wide program is in effect;
(ii) such additional compensation by way of salary or
bonus or fringe benefits as the Board of Directors of the Company in its sole
discretion shall authorize or agree to pay, payable on such terms and conditions
as it shall determine; and
(iii)such employee benefits that are made available
by the Company to its other executives generally.
(b) ANNUAL INCENTIVE PAYMENT. The Executive shall participate
in the Company's Management Incentive Plan (or such alternative, successor, or
replacement plan or program in which the Company's principal operating
executives, other than the Chief Executive Officer, generally participate) and
shall have a targeted incentive thereunder of not less than $240,000 per year;
provided, however, that the Executive's actual incentive payment for any year
shall be measured by the Company's performance against goals established for
that year and that such performance may produce an incentive payment ranging
from none to 200% of the targeted amount. The Executive's incentive payment for
any year will be appropriately pro-rated to reflect a partial year of
employment.
(c) SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Executive
shall participate in the Company's Unfunded Pension Plan for Selected Executives
(the "SERP").
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(d) AUTOMOBILE. While the Executive is actively working for
the Company, the Company will pay the Executive a monthly automobile allowance
of $850.
(e) EXPENSES. During the Employment Period, the Company agrees
to reimburse the Executive, upon the submission of appropriate vouchers, for
out-of-pocket expenses (including, without limitation, expenses for travel,
lodging and entertainment) incurred by the Executive in the course of her duties
hereunder.
(f) OFFICE AND STAFF. The Company will provide the Executive
with an office, secretary and such other facilities as may be reasonably
required for the proper discharge of her duties hereunder.
(g) INDEMNIFICATION. The Company agrees to indemnify, defend
and hold harmless the Executive for any and all liabilities to which she may be
subject as a result of her employment hereunder (and as a result of her service
as an officer or director of the Company, or as an officer or director of any of
its subsidiaries or affiliates), as well as the costs of any legal action
brought or threatened against her as a result of such employment, to the fullest
extent permitted by law. The foregoing indemnity shall survive the termination
of this Agreement.
(h) PARTICIPATION IN PLANS. Notwithstanding any other
provision of this Agreement, the Executive shall have the right to participate
in any and all of the plans or programs made available by the Company (or it
subsidiaries, divisions or affiliates) to, or for the benefit of, executives
(including the annual stock option and restricted stock grant programs) or
employees in general, on a basis consistent with other senior executives.
3. THE EMPLOYMENT PERIOD.
The "Employment Period," as used in the 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:
(a) the death of the Executive;
(b) the disability of the Executive as determined in
accordance with Paragraph 4 hereof and subject to the provisions thereof;
(c) the termination of the Executive's employment by the
Company for cause in accordance with Paragraph 5
hereof; or
(d) December 31, 2008; provided, however, that, unless
sooner terminated as otherwise provided herein, the Employment Period shall
automatically be extended for one or more twelve (12) month periods beyond the
then scheduled expiration date thereof unless between the 18th and 12th month
preceding such scheduled expiration date either the Company or the Executive
gives the other written notice of its or her election not to have the Employment
Period so extended.
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4. DISABILITY.
For purposes of this Agreement, the Executive will be deemed
"disabled" upon the earlier to occur of (i) her becoming disabled as defined
under the terms of the disability benefit program applicable to the Executive,
if any, and (ii) her absence from her duties hereunder on a full-time basis for
one hundred eighty (180) consecutive days as a result of her incapacity due to
accident or physical or mental illness. If the Executive becomes disabled (as
defined in the preceding sentence), the Employment Period shall terminate on the
last day of the month in which such disability is determined. Until such
termination of the Employment Period, the Company shall continue to pay to the
Executive her base salary, any additional compensation authorized by the
Company's Board of Directors, and other remuneration and benefits provided in
accordance with Paragraph 2 hereof, all without delay, diminution or proration
of any kind whatsoever (except that her remuneration hereunder shall be reduced
by the amount of any payments she may otherwise receive as a result of her
disability pursuant to a disability program provided by or through the Company),
and her medical benefits and life insurance shall remain in full force. After
termination of the Employment Period as a result of the disability of the
Executive, the medical benefits covering the Executive and her family shall
remain in place (subject to the eligibility requirements and other conditions
continued in the underlying plan, as described in the Company's employee
benefits manual, and subject to the requirement that the Executive continue to
pay the "employee portion" of the cost thereof), and the Executive's life
insurance policy under the Management Insurance Program shall be transferred to
her, as provided in the related agreement, subject to the obligation of the
Executive to pay the premiums therefor.
In the event that, notwithstanding such a determination of
disability, the Executive is determined not to be totally and permanently
disabled prior to the then scheduled expiration of the Employment Period, the
Executive shall be entitled to resume employment with the Company under the
terms of this Agreement for the then remaining balance of the Employment Period.
5. TERMINATION FOR CAUSE.
In the event of any malfeasance, willful misconduct, active
fraud or gross negligence by the Executive in connection with her employment
hereunder, the Company shall have the right to terminate the Employment Period
by giving the Executive notice in writing of the reason for such proposed
termination. If the Executive shall not have corrected such conduct to the
satisfaction of the Company within thirty days after such notice, the Employment
Period shall terminate and the Company shall have no further obligation to the
Executive hereunder but the restriction on the Executive's activities contained
in Paragraph 8 and the obligations of the Executive contained in Paragraphs 9(b)
and 9(c) shall continue in effect as provided therein.
6. TERMINATION WITHOUT CAUSE.
In the event that the Company discharges the Executive without
cause prior to the expiration of the Employment Period, the Executive's
post-discharge compensation and benefits will be as follows, subject to the
Executive's execution of a release as set forth in Paragraph 7 below:
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(a) The Executive will be placed on inactive or "RA"
status beginning on the day following her last day of
active work and ending on the earliest of (i) the date the Employment Period was
scheduled to expire, (ii) the day the Executive begins employment for a person
or entity other than the Company, or (iii) the day the Executive fails to
observe any provision of this Agreement, including her obligations under
Paragraphs 8 and 9 (the "RA Period), during which time she will be paid the
salary provided in subparagraph 2(a) on the same schedule as if she still were
an active employee (less the customary deductions), subject to any required
delay described in subparagraph (c) below;
(b) The Executive will be paid an amount equal to
two-thirds of the targeted incentive provided in Paragraph
2(b) for the year in which she ceases active employment and for each succeeding
year (or, on a pro rata basis, portion of a year) during the RA Period, payable
on March 31 following the end of the year to which such targeted incentive
relates if the Executive is still on RA status on the scheduled payment date or,
in the case of the year during which RA status terminates, if the Executive is
still on RA status on the last day of the RA Period, subject to any required
delay described in subparagraph (c) below;
(c) Notwithstanding the provisions of subparagraphs (a)
and (b) above, if the Executive is a "specified
employee" under section 409A of the Internal Revenue Code of 1986, as amended
("Code"), no payment of deferred compensation within the meaning of Code section
409A will be paid to the Executive on account of her termination of employment
for 6 months following the day she ceases active work, and any such payments due
during such 6-month period will be held and paid on the first business day
following completion of such 6-month period, along with interest calculated at
the 6-month Treasury rate in effect at the beginning of the RA Period;
(d) Any unvested stock options, restricted stock or
performance shares held by the Executive on her last day
of active work that would have vested by the scheduled expiration of the
Employment Period had the Executive not been discharged will vest on her last
day of active work subject to the payment by the Executive of all applicable
taxes. Any vested stock option will remain exercisable after the Executive
ceases active work in accordance with the terms of the applicable award relating
to post-termination exercise. Any stock options, performance shares or
restricted stock not already vested on the Executive's last day of active work
or vested on such last day in accordance with this subparagraph (d) will be
forfeited on the Executive's last day of active work.
(e) The Executive's active participation in the Company's
401(k) Plan, ESOP and SERP will end on her last day of active work, and she will
earn no vesting service and no additional benefits under those plans after that
date. For purposes of receiving a distribution of her vested account balance
under the 401(k) plan or ESOP, the Executive will be considered to have severed
from service with the Company on her last day of active work.
(f) The Executive will remain covered by the Company
medical plan during the RA Period under the same terms and conditions as
an active employee. At the end of the RA Period the Executive will be entitled
to continuation coverage for herself and her eligible dependents under the
plan's COBRA provisions at her own expense. The Executive's participation in all
other welfare benefit and fringe benefit plans of the Company will end on the
day she ceases active work, subject to any conversion rights generally available
to former employees under the terms of such plans.
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Any amounts payable to the Executive under this Paragraph 6
shall be reduced by the amount of the Executive's earnings from other employment
(which the Executive shall have an affirmative duty to seek; provided, however,
that the Executive shall not be obligated to accept a new position which is not
reasonable comparable to her employment with the Company).
7. RELEASE.
In consideration for the payments and benefits set forth in
Paragraph 6, Executive agrees to execute and return to the Company a release in
the following form:
"M. Cathy Morris (the "Executive") and Arrow Electronics, Inc.
and its affiliates ("Arrow") each hereby releases the other and its agents,
directors and employees from and against any and all claims (statutory,
contractual or otherwise) arising out of the Executive's employment or the
termination thereof or any discrimination in connection therewith and for any
further additional payments of any kind or nature whatsoever except as expressly
set forth in the employment agreement between the Executive and Arrow dated
January 1, 2007. Without limiting the foregoing, the Executive hereby releases
Arrow from any claim under the Age Discrimination in Employment Act and any
other similar law. Nothing contained herein will be construed as impacting the
Executive's right to claim unemployment benefits on account of her termination
of employment with Arrow, if any, or preventing the Executive or Arrow from
providing information to or making a claim with any governmental agency to the
extent permitted or required by law. This release will, however, constitute an
absolute bar to the recovery of any damages or additional compensation,
consideration or relief of any kind or nature whatsoever arising out of or in
connection with such claim."
The executed release required by this Paragraph 7 as a
condition for payment under Paragraph 6 shall be given to the Company no later
than 35 days following the Executive's last day of active work. The Company will
provide to the Executive an executed release in the same form promptly upon
receipt of the release signed by the Executive. If the Executive fails to
provide the executed release by the expiration of such 35-day period, the
Executive will forfeit any payments or benefits still due under Paragraph 6,
including but not limited to any unexercised stock options the vesting of which
was accelerated pursuant to the terms of Paragraph 6.
8. NON-DISCLOSURE; NON-COMPETITION; TRADE SECRETS.
During the Employment Period and for a period of two years
after the termination of the Employment Period, the Executive will not, directly
or indirectly:
(a) DISCLOSURE OF INFORMATION. Use, attempt to use,
disclose or otherwise make known to any person or entity
(other than to the Board of Directors of the Company or otherwise in the course
of the business of the Company, its subsidiaries or affiliates and except as may
be required by applicable law):
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(i) any knowledge or information, including, without
limitation, lists of customers or suppliers, trade
secrets, know-how, inventions, discoveries, processes and formulae, as well as
all data and records pertaining thereto, which she may acquire in the course of
her employment, in any manner which may be detrimental to or cause injury or
loss to the Company, its subsidiaries or affiliates; or
(ii) any knowledge or information of a confidential
nature (including all unpublished matters) relating
to, without limitation, the business, properties, accounting, books and records,
trade secrets or memoranda of the Company, its subsidiaries or affiliates, which
she now knows or may come to know in any manner which may be detrimental to or
cause injury or loss to the Company, its subsidiaries or affiliates.
(b) NON-COMPETITION. Engage or become interested in the
United States, Canada or Mexico (whether as an
owner, shareholder, partner, lender or other investor, director, officer,
employee, consultant or otherwise) in the business of distributing electronic
parts, components, supplies or systems, or any other business that is
competitive with the principal business or businesses then (or, in the case of
the post-termination covenant, as of the date of termination) conducted by the
Company, its subsidiaries or affiliates (provided, however, that nothing
contained herein shall prevent the Executive from acquiring or owning less than
1% of the issued and outstanding capital stock or debentures of a corporation
whose securities are listed on the New York Stock Exchange, American Stock
Exchange, or the National Association of Securities Dealers Automated Quotation
System, if such investment is otherwise permitted by the Company's Human
Resource and Conflict of Interest policies).
(c) SOLICITATION. Solicit or participate in the
solicitation of any business of any type conducted by the
Company, its subsidiaries or affiliates, during said term or thereafter, from
any person, firm or other entity which is or was at any during the preceding 12
months (or, in the case of the post-termination covenant, during the 12 months
preceding the date of termination) a supplier or customer, or prospective
supplier or customer, of the Company, its subsidiaries or affiliates; or
(d) EMPLOYMENT. Employ or retain, or arrange to have any
other person, firm or other entity employ or
retain, or otherwise participate in the employment or retention of, any person
who was an employee or consultant of the Company, its subsidiaries or
affiliates, at any time during the period of twelve consecutive months
immediately preceding such employment or retention.
The Executive will promptly furnish in writing to the Company,
its subsidiaries or affiliates, any information reasonably requested by the
Company (including any third party confirmations) with respect to any activity
or interest the Executive may have in any business.
Except as expressly herein provided, nothing contained herein
is intended to prevent the Executive, at any time after the termination of the
Employment Period, from either (i) being gainfully employed or (ii) exercising
her skills and abilities outside of such geographic areas, provided in either
case the provisions of this Agreement are complied with.
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9. PRESERVATION OF BUSINESS.
(a) GENERAL. During the Employment Period, the Executive will
use her best efforts to advance the business and organization of the Company,
its subsidiaries and affiliates, to keep available to the Company, its
subsidiaries and affiliates, the services of present and future employees and to
advance the business relations with its suppliers, distributors, customers and
others.
(b) PATENTS AND COPYRIGHTS, ETC. The Executive agrees, without
additional compensation, to make available to the Company all knowledge
possessed by her relating to any methods, developments, inventions, processes,
discoveries and/or improvements (whether patented, patentable or unpatentable)
which concern in any way the business of the Company, its subsidiaries or
affiliates, whether acquired by the Executive before or during her employment
hereunder, provided that the Executive shall not disclose to the Company any
such knowledge acquired by the Executive prior to her employment by the Company
and which is owned by a third party.
Any methods, developments, inventions, processes, discoveries
and/or improvements (whether patented, patentable or unpatentable) which the
Executive may conceive of or make, related directly or indirectly to the
business or affairs of the Company, its subsidiaries or affiliates, or any part
thereof, during the Employment Period, shall be and remain the property of the
Company. The Executive agrees promptly to communicate and disclose all such
methods, developments, inventions, processes, discoveries and/or improvements to
the Company and to execute and deliver to it any instruments deemed necessary by
the Company to effect the disclosure and assignment thereof to it. The Executive
also agrees, on request and at the expense of the Company, to execute patent
applications and any other instruments deemed necessary by the Company for the
prosecution of such patent applications or the acquisition of Letters Patent in
the United States or any other country and for the assignment to the Company of
any patents which may be issued. The Company shall indemnify and hold the
Executive harmless from any and all costs, expenses, liabilities or damages
sustained by the Executive by reason of having made such patent applications or
being granted such patents.
Any writings or other materials written or produced by the
Executive or under her supervision (whether alone or with others and whether or
not during regular business hours), during the Employment Period which are
related, directly or indirectly, to the business or affairs of the Company, its
subsidiaries or affiliates, or are capable of being used therein, and the
copyright thereof, common law or statutory, including all renewals and
extensions, shall be and remain the property of the Company. The Executive
agrees promptly to communicate and disclose all such writings or materials to
the Company and to execute and deliver to it any instruments deemed necessary by
the Company to effect the disclosure and assignment thereof to it. The Executive
further agrees, on request and at the expense of the Company, to take any and
all action deemed necessary by the Company to obtain copyrights or other
protections for such writings or other materials or to protect the Company's
right, title and interest therein. The Company shall indemnify, defend and hold
the Executive harmless from any and all costs, expenses, liabilities or damages
sustained by the Executive by reason of the Executive's compliance with the
Company's request.
(c) RETURN OF DOCUMENTS. Upon the termination of the
Employment Period, including any termination of employment described in
Paragraph 6, the Executive will promptly return to the Company all copies of
information protected by Paragraph 9(a) hereof or pertaining to matters covered
by subparagraph (b) of this Paragraph 9 which are in her possession, custody or
control, whether prepared by her or others.
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10. SEPARABILITY.
The Executive agrees that the provisions of Paragraphs 8 and 9
hereof constitute independent and separable covenants which shall survive the
termination of the Employment Period and which shall be enforceable by the
Company notwithstanding any rights or remedies the Executive may have under any
other provisions hereof. The Company agrees that the provisions of Paragraph 6
hereof constitute independent and separable covenants which shall survive the
termination of the Employment Period and which shall be enforceable by the
Executive notwithstanding any rights or remedies the Company may have under any
other provisions hereof.
11. SPECIFIC PERFORMANCE.
The Executive acknowledges that (i) the services to be
rendered under the provisions of this Agreement and the obligations of the
Executive assumed herein are of a special, unique and extraordinary character;
(ii) it would be difficult or impossible to replace such services and
obligations; (iii) the Company, its subsidiaries and affiliates will be
irreparably damaged if the provisions hereof are not specifically enforced; and
(iv) the award of monetary damages will not adequately protect the Company, its
subsidiaries and affiliates in the event of a breach hereof by the Executive.
The Company acknowledges that (i) the Executive will be irreparably damaged if
the provisions of Paragraphs 6 hereof are not specifically enforced and (ii) the
award of monetary damages will not adequately protect the Executive in the event
of a breach thereof by the Company. By virtue thereof, the Executive agrees and
consents that if she violates any of the provisions of this Agreement, and the
Company agrees and consents that if it violates any of the provisions of
Paragraphs 6 hereof, the other party, in addition to any other rights and
remedies available under this Agreement or otherwise, shall (without any bond or
other security being required and without the necessity of proving monetary
damages) be entitled to a temporary and/or permanent injunction to be issued by
a court of competent jurisdiction restraining the breaching party from
committing or continuing any violation of this Agreement, or any other
appropriate decree of specific performance. Such remedies shall not be exclusive
and shall be in addition to any other remedy which any of them may have.
12. MISCELLANEOUS.
(a) ENTIRE AGREEMENT; AMENDMENT. This Agreement
constitutes the whole employment agreement between the
parties and may not be modified, amended or terminated except by a written
instrument executed by the parties hereto. It is specifically agreed and
understood, however, that the provisions of that certain letter agreement dated
as of September 1, 2006 granting to the Executive extended separation benefits
in the event of a change in control of the Company shall survive and shall not
be affected hereby. All other agreements between the parties pertaining to the
employment or remuneration of the Executive not specifically contemplated hereby
or incorporated or merged herein are terminated and shall be of no further force
or effect.
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(b) ASSIGNMENT. Except as stated below, this Agreement is
not assignable by the Company without the written consent of the Executive, or
by the Executive without the written consent of the Company, and any purported
assignment by either party of such party's rights and/or obligations under this
Agreement shall be null and void; provided, however, that, notwithstanding the
foregoing, the Company may merge or consolidate with or into another
corporation, or sell all or substantially all of its assets to another
corporation or business entity or otherwise reorganize itself, provided the
surviving corporation or entity, if not the Company, shall assume this Agreement
and become obligated to perform all of the terms and conditions hereof, in which
event the Executive's obligations shall continue in favor of such other
corporation or entity.
(c) WAIVERS, ETC. No waiver of any breach or default
hereunder shall be considered valid unless in writing,
and no such waiver shall be deemed a waiver of any subsequent breach or default
of the same or similar nature. The failure of any party to insist upon strict
adherence to any term of this Agreement on any occasion shall not operate or be
construed as a waiver of the right to insist upon strict adherence to that term
or any other term of this Agreement on that or any other occasion.
(d) PROVISIONS OVERLY BROAD. In the event that any term
or provision of this Agreement shall be deemed by a court of competent
jurisdiction to be overly broad in scope, duration or area of applicability, the
court considering the same shall have the power and hereby is authorized and
directed to modify such term or provision to limit such scope, duration or area,
or all of them, so that such term or provision is no longer overly broad and to
enforce the same as so limited. Subject to the foregoing sentence, in the event
any provision of this Agreement shall be held to be invalid or unenforceable for
any reason, such invalidity or unenforceability shall attach only to such
provision and shall not affect or render invalid or unenforceable any other
provision of this Agreement.
(e) NOTICES. Any notice permitted or required hereunder
shall be in writing and shall be deemed to have been given on the date of
delivery or, if mailed by registered or certified mail, postage prepaid, on the
date of mailing:
(i) if to the Executive to:
M. Catherine Morris
9502 East Maplewood Circle
Englewood, Colorado 80111
(ii) if to the Company to:
Arrow Electronics, Inc.
50 Marcus Drive
Melville, New York 11747
Attention: Peter S. Brown
Senior Vice President and
General Counsel
Either party may, by notice to the other, change her or its address for notice
hereunder.
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(f) NEW YORK LAW. This Agreement shall be construed and
governed in all respects by the internal laws of the State of New York, without
giving effect to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
ARROW ELECTRONICS, INC.
By: /S/ PETER S. BROWN
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Peter S. Brown
Senior Vice President &
General Counsel
THE EXECUTIVE
/S/ M. CATHERINE MORRIS
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M. Catherine Morris
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