AMENDMENT NO. 1 made as of December 31, 2001 to EMPLOYMENT
AGREEMENT made as of the 22nd day of February, 1995 (the "Employment
Agreement") by and between ARROW ELECTRONICS, INC., a New York
corporation with its principal office at ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, residing
at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(the "Executive").
WHEREAS, the Employment Period (as defined in the Employment
Agreement) is scheduled to terminate on December 31, 2001, but the
Company and the Executive wish to amend the Employment Agreement
and extend the term of the Employment Agreement for a further period;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties agree as follows:
1. Employment Period.
-----------------
Section 3 of the Employment Agreement is hereby amended by
deleting existing clause d) and substituting the following in its
place:
"d) July 31, 2002."
2. Additional Consideration.
a) Section 2 of the Employment Agreement is hereby amended
by inserting a new clause c) as follows and renumbering existing
clauses c) through i) accordingly:
"c) Monetary Remuneration and Benefits from January 1,
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2002 to July 31, 2002. During the Transition Period, the Company
--------------------- shall pay to the Executive for all services
rendered by him in any capacity:
i. a base salary of not less than $500,000 per year,
adjusted for the temporary salary reduction program
implemented in 2001 (payable in accordance with the
Company's then-prevailing practices, but in no event
less frequently than in equal monthly installments);
and
ii. Such employee benefits that are made available
by the Company to its other principal executives."
b) Section 2 is further amended by deleting existing clause
d) (now renumbered e)) and substituting the following:
"e) Supplemental Executive Retirement Plan. The
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Executive shall continue to participate in the Company's
Unfunded Pension Plan for Selected Executives, which shall provide
him with a minimum benefit of $474,000 per year beginning
August 1, 2002.
3. Date Changes.
------------
The Employment Agreement is hereby amended to substitute
"July 31, 2002" for "December 31, 2001" in the following Sections
of the Employment Agreement: 1c), 2g), 4 and 8.
4. No Other Amendment.
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As amended hereby, the Employment Agreement shall continue
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
Attest: ARROW ELECTRONICS, INC.
--------------------- By:
Assistant Secretary ---------------------
Executive Vice President
THE EXECUTIVE
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