AMENDMENT TO EMPLOYMENT AGREEMENT AND RELEASE
Exhibit 10.1
AMENDMENT, made this 6th day of September 2006, to that certain employment agreement dated
September 12, 2005 (the “Employment Agreement”), by and between Arrow Electronics, Inc., a New York
corporation with its principal operating office at 00 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
(“Arrow”), and Xxxxxx Xxxxxxx, residing at 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxxx, XX 00000
(“Executive”).
RECITALS
WHEREAS, Executive is currently employed by Arrow as Senior Vice President and President of
Arrow’s Enterprise Computing Solutions. In that connection Arrow and Executive entered into the
Employment Agreement, which sets forth the principal terms and conditions of Executive’s employment
with Arrow. Among those terms and conditions is the continued employment of Executive in
accordance with the terms of the Employment Agreement;
WHEREAS, Executive has advised Arrow that he wishes to resign his position with Arrow
effective September 7, 2006;
WHEREAS, Arrow is prepared to waive the notice requirement under the Employment Agreement and
accept the Executive’s resignation on the terms set out herein; and
WHEREAS, The parties wish to amend the Employment Agreement to establish the terms concerning
the termination of Executive’s employment with Arrow and to resolve any and all claims in
connection therewith.
NOW, THEREFORE, for $1 and other good and valuable consideration, and in consideration for the
mutual promises and agreements set forth below, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Resignation. Effective September 7, 2006, Executive has resigned from his
employment with Arrow and all corporate officer positions that he holds in any of Arrow’s
subsidiaries or affiliates (the “Resignation Date”). Arrow acknowledges and agrees that any notice
requirements set forth in the Employment Agreement are hereby waived, and the parties acknowledge
that for all purposes under the Employment Agreement, the “Employment Period” shall be deemed to
have ended on the Resignation Date.
2. Provisions Survive. It is understood that the termination of Executive’s
employment with Arrow shall not relieve Executive of any continuing obligations imposed upon
Executive in the Employment Agreement, (including, without limitation, its provisions with respect
to the survival of covenants, the severability or modification of its terms by a court of competent
jurisdiction, non-compete, no hiring or solicitation, choice of laws, and trade secrets and
non-disclosure thereof). Unless specifically defined in this Amendment, terms defined in the
Employment Agreement and used herein shall have the meaning ascribed to them in the Employment
Agreement.
3. No Detrimental Communications. Executive agrees that he will not disclose or cause
to be disclosed any negative, adverse or derogatory comments or
information about Arrow, about any product or service provided by Arrow, or about Arrow’s
prospects for the future. Furthermore, Executive represents that he has made no such communication
to any public official, to any person associated with the media, or to any other person or entity.
Executive acknowledges that Arrow relies upon this representation in agreeing to enter into this
Agreement. Arrow’s Executive Committee and officers will not make any disparaging or negative
statement against Executive. Nothing in this Section will be construed to prevent the parties from
giving truthful testimony in response to direct questions asked pursuant to a lawful subpoena or
other legal process during any legal proceeding involving the Executive or Arrow.
4. Executive Release. In consideration of all of the foregoing provisions, Executive
hereby releases Arrow and its agents and employees from and against any and all claims (statutory,
contractual or otherwise) arising out of his 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 herein. Without limiting the foregoing, Executive
hereby releases Arrow from any claim under the Age Discrimination in Employment Act and any other
similar law. Nothing contained herein shall be construed as preventing Executive from providing
information to or making a claim with any governmental agency to the extent permitted or required
by law. This release shall, 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 exceptions to the release set forth in this paragraph shall be
any benefits to which Executive may be entitled under any Arrow Executive stock or benefit program
and pursuant to the terms thereof and Executive’s rights to enforce this Amendment.
5. Arrow Release. As a material inducement for Executive to enter into this Amendment
to the Employment Agreement, Arrow hereby releases Executive from and against any and all claims
relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected,
that Arrow may possess arising from any actions or inactions in relation to the Executive’s duties
performed at the company on or before the date of this Amendment including, without limitation, any
and all claims relating to or arising from Executive’s employment relationship with Arrow and the
termination of that relationship; PROVIDED that such released claims shall not include any claims
(i) to enforce Arrow’s rights hereunder, or with respect to the Employment Agreement, or (ii) in
connection with any fraud, willful misconduct, gross negligence or criminal act on the part of the
Executive.
6. Cooperation. The Executive shall make himself available to Arrow following the
Resignation Date to assist Arrow, at mutually convenient times and places, with respect to pending
and future litigations, arbitrations, governmental investigations or other dispute resolutions
relating to matters that arose during the Executive’s employment with Arrow; provided, in each
case, such cooperation shall not apply to any litigations, arbitrations, governmental
investigations or other dispute resolutions in which Executive and Arrow are, or could reasonably
be expected to become, adverse parties.
7. Directors and Officers Insurance Coverage and Indemnification. As a material
inducement for Executive to enter into this Amendment to the Employment Agreement, Arrow agrees
that Executive shall continue receive the same coverage under Arrow’s Directors and Officers
Insurance (“D&O”) policy with respect to matters arising out of his services performed at Arrow,
as is now in effect and as may be in effect from time-to-time hereafter and that the amount of such
coverage shall be no less
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than that afforded to any director or executive officer of Arrow under Arrow’s current D&O
policy or under any commercially reasonable successor D&O policy or professional liability coverage
as Arrow may from time-to-time hereafter acquire. In addition, Arrow shall indemnify and hold
Executive harmless to the fullest extent provided by its Articles of Incorporation and By-laws as
they exist on the date hereof with regards to actions or inactions in relation to the Executive’s
duties performed at Arrow on or before the date of this Amendment.
8. No Other Severance, Payments Or Benefits. Except as otherwise expressly provided
herein, Executive hereby acknowledges and agrees that he is not entitled to any other compensation
or benefits from Arrow in connection with his resignation of employment or otherwise and that,
except as expressly set forth herein or in your Employment Agreement, Executive is not entitled to
any severance or similar benefits under any plan, program, policy or arrangement, whether formal or
informal, written or unwritten.
9. Rescission/Advice of Counsel. Executive acknowledges that Arrow advised him to
consult with an attorney prior to signing this release; advised him that he had twenty-one (21)
days in which to consider whether he should sign this release. Executive agrees that any
modifications, material or otherwise, made to this Agreement do not restart or affect in any manner
the original twenty-one (21) day consideration period. Executive further acknowledges that Arrow
has advised him that if he signed this release, he would be given seven (7) days following the date
on which he signed the release to revoke it and that the release would not be effective until after
this seven-day period had lapsed. Therefore, no payments called for by Arrow herein shall be made
until the expiration of such revocation period.
IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement and
Release as of the day and year first above written.
ARROW ELECTRONICS, INC. | ||||
By: | /s/ Xxxxx X. Xxxxx | |||
Xxxxx X. Xxxxx | ||||
Senior Vice President and General Counsel | ||||
THE EXECUTIVE |
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/s/ Xxxxxx Xxxxxxx | ||||
Xxxxxx Xxxxxxx | ||||
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