EXHIBIT 10-0
Arrow Electronics, Inc.
Performance Share Award Agreement
THIS AGREEMENT, effective____________________ contains the
terms
of the grant of Performance Shares by Arrow
Electronics, Inc. ("Arrow"), to
XXXXXXXXX ("you") under the Arrow
Electronics, Inc. 2004 Omnibus Incentive Plan
(the "Plan");
The Compensation Committee of Arrow's Board of Directors (the
"Committee") has granted awards of shares
of Arrow stock to you contingent on
specified performance criteria being
satisfied as specified in the Arrow
Electronics, Inc. 2005 MTIP Umbrella Plan
(the "MTIP Plan").
The Committee anticipates that at the end of the performance
cycle
it will award you an amount of shares as
determined under the terms of this
agreement as long as the number of shares
does not exceed the amount earned
under the MTIP Umbrella Plan. In the event
that the amount of shares determined
under the terms of this agreement is
greater than the amount earned under the
MTIP Umbrella Plan, then the amount of
shares determined under this agreement
shall be reduced to an amount equal to the
amount earned under the MTIP Umbrella
Plan.
Accordingly, you and Arrow agree as follows:
1. General
Grant Information. The Committee anticipates that the number of
shares of Arrow stock ("Shares"), if any,
you earn under the MTIP Plan shall be
reduced to the amount determined below.
(a) Target Number of Performance Shares: XXXX. The number of
Shares ultimately earned, if any, for the
Performance Shares will be determined
based on the table below and subject to the
limitations set forth in this
Agreement.
(b) Date of Grant:
(c) Start of Performance Cycle:
(d) End of Performance Cycle:
(e) Performance
Measures:
(f) Performance
Shares Earned: The
number of Performance Shares
earned will be based on the actual results achieved by Arrow
through the
Performance
Cycle
as determined by the
Committee. In no event
shall the number of Performance
Shares determined
hereunder exceed the number of Shares, if
any, you are ultimately determined to have earned under
the
MTIP Plan. As indicated by the table below, no Performance
Shares will
be earned if results are less than the
Performance
Measurement
Threshold.
Results at
the
Performance
Measurement Threshold will generate an award of
X% of the Target Number of Shares, results at the
Performance
Measurement Target
will generate X% award, and
so on, up to a maximum
award of X% of the Target Number of
Performance Shares.
The number of Performance Shares earned
between (1) the
Performance
Measurement Threshold
and the
Performance
Measurement Target,
and (2) the Performance
Measurement Target and the Performance Measurement Maximum
will be determined
by linear interpolation of the chart
below.
1
<PAGE>
<TABLE>
<CAPTION>
Target
Performance Shares Award
Earned as a Percent Amount
Performance
Performance
[Performance
of Target Award
(Number of
Shares Earned
Measurement
Measure]
Amount
Units)
Weighting (Number of
Units)
--------------------- ---------------------
--------------------- ------------ ---------------
------------------
<S>
<C>
None
X%
XXXX
X%
0
Threshold
X%
XXXX
X%
XXXX
Target
X%
XXXX
X%
XXXX
Maximum
X%
XXXX
X%
XXXX
--------------------- ---------------------
--------------------- ------------ ---------------
------------------
</TABLE>
2.
Settlement of Award. As soon as practicable after the determination
by
the Committee in accordance with Section
1(f), but in no event later than______,
Arrow will deliver to you one share of
Arrow common stock (a "Share") for each
Performance Share earned by you, as
determined in accordance with section 1
above and subject to section 3 below. Any
fractional Shares will be rounded to
the nearest whole Share. Arrow will not
have a right of first refusal with
respect to Shares earned by you under this
agreement.
3.
Eligibility for Earned Performance Shares. Except for the
specific
situations addressed below (in this section
3 and in the Change of Control
section), you must be employed by Arrow as
of the date of the settlement of this
award to earn Performance Shares or be
eligible for any payment under this
agreement.
(a) Retirement.
If you retire
under an Arrow
retirement
plan
(such as Arrow's
Employee Stock Ownership Plan) at or after
the plan's
normal retirement age (or, with the written
consent of the
Committee,
at an early retirement date)
during the
Performance
Cycle, you will be deemed to be
eligible for
settlement
of this award as if you were
employed at the end of the Performance Cycle.
(b) Death or
Disability. If you
die, or your employment ends as
a result of your total and permanent disability (as
determined by the Committee), during the Performance Cycle,
you
