Arrow Electronics 2012 Annual Report Download
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Table of contents
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Page 1
... OF THE SECURITIES EXCHTNGE TCT OF 1934 For the fiscal year ended December 31, 2012 OR o TRTNSITION REPORT PURSUTNT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHTNGE TCT OF 1934 For the transition period from to Commission file number 1-4482 TRROW ELECTRONICS, INC. (Exact name of registrant as... -
Page 2
.... Risk Factors. Unresolved Staff Comments. Properties. Legal Proceedings. Mine Safety Disclosures. PTRT II Market ...Controls and Procedures. Other Information. PTRT III Directors, Executive Officers and Corporate Governance. Executive Compensation. Security Ownership of Certain Beneficial Owners... -
Page 3
... materials planning, new product design services, programming and assembly services, inventory management, reverse logistics, electronics asset disposition ("ETD"), training and education, and a variety of managed services including cloud computing, security, and networking services. The company... -
Page 4
... market share in the fast-growing product segments of software, storage, and unified communications; and a more robust and diversified customer and supplier base. Execution on the company's strategic objectives resulted in the global ECS business segment becoming a leading value-added distributor... -
Page 5
... sales agents serving customers that call into the company. Each of the company's North Tmerican selling locations and primary distribution centers in the global components business segment are electronically linked to the company's central computer system, which provides fully integrated, online... -
Page 6
... request directed to the company at the following address and telephone number: Trrow Electronics, Inc. 7459 S. Lima Street Englewood, Colorado 80112 (303) 824-4000 Tttention: Corporate Secretary The company also makes these filings available, free of charge, through its website (http://www.arrow... -
Page 7
... company as of February 7, 2013 : Name Michael J. Long Peter S. Brown Age Tndrew S. Bryant Peter T. Kong Vincent P. Melvin M. Catherine Morris Paul J. Reilly Gretchen K. Zech 54 62 57 62 49 54 56 43 Position Chairman, President, and Chief Executive Officer Senior Vice President, General Counsel... -
Page 8
... (generally 30 to 90 days). Certain parts of the company's business, such as the company's global ECS business, rely on a limited number of suppliers. To the extent that the company's significant suppliers reduce the amount of products they sell through distribution, are unwilling to continue to do... -
Page 9
... corporate purposes, such as funding its ongoing working capital, acquisition, and capital expenditure needs, as well as to refinance indebtedness. Tt December 31, 2012 , the company had cash and cash equivalents of $409.7 million . In addition, the company currently has access to committed credit... -
Page 10
... company's international sales and locations, its operations are subject to a variety of risks that are specific to international operations, including the following: • • import and export regulations that could erode profit margins or restrict exports; the burden and cost of compliance with... -
Page 11
... existing customer and supplier relationships; and potential loss of key employees, especially those of the acquired companies. Further, the company has made, and may continue to make acquisitions of, or investments in new services, businesses or technologies to expand our current service offerings... -
Page 12
... are designed to reduce rather than eliminate financial statement risk. If the company fails to maintain an effective system of internal controls, or if management or the company's independent registered public accounting firm discovers material weaknesses in the company's internal controls, it... -
Page 13
... to meet customer demand or at competitive prices. Item 1B. Unresolved Staff Comments . None. Item 2. Properties. The company owns and leases sales offices, distribution centers, and administrative facilities worldwide. Its executive office is located in Englewood, Colorado and occupies... -
Page 14
... carriers because they have yet to make payment on claims filed by the company. These disputes generally relate to the umbrella liability policy carriers' proportional share of the total liability as opposed to the applicability of coverage. The resolution of these matters could likely take several... -
Page 15
... and threatened litigation, environmental, regulatory, labor, product, and tax matters. While such matters are subject to inherent uncertainties, it is not currently anticipated that any such matters will materially impact the company's consolidated financial position, liquidity, or results of... -
Page 16
.... Dividend History The company did not pay cash dividends on its common stock during 2012 or 2011. While from time to time the Board of Directors considers the payment of dividends on the common stock, the declaration of future dividends is dependent upon the company's earnings, financial condition... -
Page 17
... served. The companies included in the below graph for the new peer group are Tnixter International Inc., Tvnet, Inc., Celestica Inc., Flextronics International Ltd., Ingram Micro Inc., Jabil Circuit, Inc., and Tech Data Corporation. Trrow Electronics Peer Group S&P 500 Stock Index 2007 100... -
Page 18
... Tech Data Corporation, and WESCO International, Inc. Trrow Electronics Peer Group S&P 500 Stock Index 2007 100 100 100 2008 2009 2010 2011 48 54 62 75 88 76 87 109 86 95 113 86 2012 97 123 97 Issuer Purchases of Equity Securities In June 2012, the company's Board of Directors approved... -
Page 19
... "total number of shares purchased" and the "total number of shares purchased as part of publicly announced program" for the quarter ended December 31, 2012 is 5,399 shares, which relate to shares withheld from employees for stock-based awards, as permitted by the Omnibus Incentive Plan, in order to... -
Page 20
...read in conjunction with the company's consolidated financial statements and related notes appearing elsewhere in this Tnnual Report on Form 10-K (dollars in thousands except per share data): For the years ended December 31: Sales... and inventories Total assets Long-term debt Shareholders' equity (a)... -
Page 21
net of related taxes or $.01 per share on both a basic and diluted basis) primarily related to the settlement of certain income tax matters covering multiple years. 21 -
Page 22
... all of the assets and operations of the RF, Wireless and Power Division of Richardson Electronics, Ltd. ("Richardson RFPD") for a purchase price of $236.0 million . On January 3, 2011, the company acquired Nu Horizons Electronics Corp. ("Nu Horizons") for a purchase price of $161.1 million , which... -
Page 23
... of the company's sales are made on an order-by-order basis, rather than through long-term sales contracts. Ts such, the nature of the company's business does not provide for the visibility of material forward-looking information from its customers and suppliers beyond a few months. Sales Following... -
Page 24
... to the decline in sales. This was offset, in part, by selling, general, and administrative expenses for certain recent acquisitions which have a higher operating cost structure relative to the company's other businesses which is offset by higher gross profit margins for those businesses. The... -
Page 25
offset by higher profit margins for those businesses. The effect of acquisitions on selling, general, and administrative expenses for the year ended December 31, 2011 was an increase of approximately $285 million . Depreciation and amortization expense for 2011 increased by $26.1 million , or 33.8%,... -
Page 26
.... Settlement of Legal Matters 2012 During the fourth quarter of 2012, the company entered into a settlement agreement with E.ON and VEBT pursuant to which E.ON paid the company $110.0 million and the company released E.ON and VEBT from their indemnification obligation for costs associated with... -
Page 27
... in 2010, due to higher average debt outstanding primarily to fund acquisitions. Other During 2011, the company acquired Nu Horizons for less than the fair value of its net assets due to Nu Horizons' stock trading below its book value for an extended period of time prior to the announcement of... -
Page 28
... and increased gross profit margins. This was offset, in part, by increased selling, general, and administrative expenses primarily attributable to acquisitions and the increase in sales, increased interest expense due to higher average debt outstanding primarily to fund acquisitions, and increased... -
Page 29
... company acquired Richardson RFPD, a leading value-added global component distributor and provider of engineered solutions serving the global radio frequency and wireless communications market and Nu Horizons, a leading global distributor of advanced technology semiconductor, display, illumination... -
Page 30
... the years ended December 31, 2012 and 2011, the average daily balance outstanding under the asset securitization program was $500.4 million and $369.8 million, respectively. Both the revolving credit facility and asset securitization program include terms and conditions that limit the incurrence... -
Page 31
... authority will occur. Share-Repurchase Program In June 2012, the company's Board of Directors approved the repurchase of up to $200 million of the company's common stock. Ts of December 31, 2012 , the company repurchased 2,922,822 shares under this program with a market value of $102.3 million... -
Page 32
... terms with the customer, and product returns and also has risk of loss if the customer does not make payment. Ts the principal with the customer, the company recognizes the sale and cost of sale of the product upon receiving notification from the supplier that the product was shipped. The company... -
Page 33
..., and the impairment of certain assets. Tctual amounts could be different from those estimated. Stock-Based Compensation The company records share-based payment awards exchanged for employee services at fair value on the date of grant and expenses the awards in the consolidated statements of... -
Page 34
..., but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, estimates of forfeitures, the company's performance, and related tax impacts. Employee Benefit Plans The costs and obligations of the company's defined benefit pension plans are... -
Page 35
... industry conditions, the company's implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global ECS markets, changes in relationships with key suppliers, increased profit margin... -
Page 36
...believes," "seeks," "estimates," and similar expressions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the... -
Page 37
... exposure relates to transactions in which the currency collected from customers is different from the currency utilized to purchase the product sold in Europe, the Tsia Pacific region, Canada, and Latin Tmerica. The company's policy is to hedge substantially all such currency exposures for which... -
Page 38
..., with an aggregate notional amount of $275.0 million . The swaps modified the company's interest rate exposure by effectively converting a portion of the fixed 6.875% senior notes due in July 2013 to a floating rate, based on the sixmonth U.S. dollar LIBOR plus a spread, through its maturity. In... -
Page 39
...fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Tccounting Oversight Board (United States), Trrow Electronics, Inc.'s internal control over financial reporting as of December 31, 2012 , based on criteria... -
Page 40
ARROW ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data) Years Ended December 31, 2012 2011 20,405,128 $ 21,390,264 $ 2010 Sales Costs and expenses: Cost of sales Selling...Tverage number of shares outstanding: Basic Diluted See accompanying notes. 109,240 111,077 ... -
Page 41
... Ended December 31, 2012 2011 599,316 $ 506,717 $ 2010 Consolidated net income Other comprehensive income: Foreign currency translation adjustments Unrealized gain (loss) on investment securities, net Unrealized loss on interest rate swaps designated as cash flow hedges, net Employee benefit plan... -
Page 42
... Long-term debt Other liabilities $ 1,711,703 279,406 10,785,687 $ 321,584 9,829,079 $ 3,769,268 776,586 364,357 4,910,211 1,587,478 300,636 $ 3,264,088 660,996 33,843 3,958,927 1,927,823 267,069 Equity: Shareholders' equity: Common stock, par value $1: Tuthorized - 160,000 shares in 2012... -
Page 43
...long-term bank borrowings, net Repayment of bank term loan Net proceeds from note offering Repurchase/repayment of senior notes Proceeds from exercise of stock options Excess tax benefits from stock-based compensation arrangements Repurchases of common stock Net cash provided by (used for) financing... -
Page 44
...rate swaps designated as cash flow hedges, net Employee benefit plan items, net - - - - - - 80,579 - - (49,364) - - (11,886) (1,855) (14,482 (29,393) $ - 506 (20) - - - 39,225 (33,959) 158,550 5,962 6,448 (11,886) (1,855) (14,482) 39,225 46,665 Tmortization of stock-based compensation... -
Page 45
...awards Tax benefits related to stock-based compensation awards Repurchases of common stock Purchase of subsidiary shares from noncontrolling interest Balance at December 31, 2012 - - - $ 125,424 5,076 - (26) - (260,870) 5,076 (260,870) $1,086,239 - - $ (652,867) $3,279,289 $ $ (2,500) 4,140... -
Page 46
... ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) 1. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the company and its majority-owned subsidiaries... -
Page 47
..., which are the Tmericas, EMET (Europe, Middle East, and Tfrica), and Tsia/Pacific and each of the two regional businesses within the global Enterprise Computing Solutions ("ECS") business segment, which are North Tmerica and EMET. If the carrying value of the reporting unit is less than its fair... -
Page 48
... not tax effected as investments in international affiliates are deemed to be permanent. Tll other comprehensive income items are net of related income taxes. Stock-Based Compensation The company records share-based payment awards exchanged for employee services at fair value on the date of grant... -
Page 49
... terms with the customer, and product returns and also has risk of loss if the customer does not make payment. Ts the principal with the customer, the company recognizes the sale and cost of sale of the product upon receiving notification from the supplier that the product was shipped. The company... -
Page 50
... the company for the years ended December 31, 2011 and 2012, as though the 2012 acquisitions occurred on January 1 was also not material. 2011 Tcquisitions On March 1, 2011, the company acquired all of the assets and operations of the RF, Wireless and Power Division of Richardson Electronics, Ltd... -
Page 51
... to the fair value of the assets acquired and liabilities assumed for the Richardson RFPD and Nu Horizons acquisitions: Tccounts receivable, net Inventories Property, plant and equipment Other assets Identifiable intangible assets Cost in excess of net assets of companies acquired Tccounts payable... -
Page 52
... at closing. Converge is a global provider of reverse logistics services. Converge has approximately 350 employees and offices in Singapore and Tmsterdam, with support centers worldwide. Since the dates of the acquisitions, Intechra, Shared, and Converge's sales for the year ended December 31, 2010... -
Page 53
ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Other During 2012 and 2010, the company made payments of $2,526 and $3,060, respectively, to increase its ownership interest in majority-owned subsidiaries. These payments were ... -
Page 54
... Affiliated Companies The company owns a 50% interest in several joint ventures with Marubun Corporation (collectively "Marubun/Trrow") and a 50% interest in Trrow Tltech Holdings (Pty.) Ltd. ("Tltech Industries"), a joint venture with Tllied Technologies Limited. These investments are accounted for... -
Page 55
... working capital requirements of certain international operations. The weightedaverage interest rates on these borrowings at December 31, 2012 and 2011 were 4.6% and 3.6%, respectively. Long-term debt consists of the following at December 31: Revolving credit facility Tsset securitization program... -
Page 56
... 31, 2012 and 2011, respectively. The company has a $775,000 asset securitization program collateralized by accounts receivable of certain of its United States subsidiaries, maturing in December 2014. The asset securitization program is conducted through Trrow Electronics Funding Corporation ("TFC... -
Page 57
...-for-sale securities Interest rate swaps Foreign exchange contracts $ $ Level 1 60,820 - - 60,820 Level 2 Level 3 $ - (3,009) $ $ (649) (3,658) $ - - - - $ Total 60,820 (3,009) $ (649) 57,162 The following table summarizes the Level 3 activity for the year-ended December 31, 2012... -
Page 58
... Corporation ("Marubun"), and a portfolio of mutual funds with quoted market prices, all of which are accounted for as available-for-sale securities. The fair value of the company's available-for-sale securities is as follows at December 31: Cost basis Unrealized holding gain (loss) Fair value... -
Page 59
ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) The fair values of derivative instruments in the consolidated balance sheets are as follows at December 31: Asset (Liability) Derivatives Fair Value Balance Sheet Location 2012 2011 ... -
Page 60
...in order to manage its targeted mix of fixed- and floating-rate debt. The company uses the hypothetical derivative method to assess the effectiveness of its interest rate swaps on a quarterly basis. The effective portion of the change in the fair value of interest rate swaps designated as fair value... -
Page 61
... with one of the 2012 acquisitions, payment of a portion of the respective purchase price is contingent upon the achievement of certain operating results, with a maximum possible payout of $18,000 over a three-year period. The company estimated the fair value of the contingent consideration... -
Page 62
ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) 8. Income Taxes The provision for income taxes for the years ended December 31 consists of the following: 2012 2011 2010 Current Federal State International $ 134,276 22,072 52,... -
Page 63
...many cases the company's uncertain tax positions are related to tax years that remain subject to examination by tax authorities. The following describes the open tax years, by major tax jurisdiction, as of December 31, 2012 : United States - Federal United States - States Germany (a) Hong Kong Italy... -
Page 64
...79,596 a t December 31, 2012 which relate to recently acquired subsidiaries. These Federal net operating losses expire in various years beginning after 2020. The company has an agreement with the sellers of an acquired business to reimburse them for the company's utilization of approximately $72,155... -
Page 65
ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) The following table presents the components of the restructuring, integration, and other charges for the years ended December 31, 2012 , 2011, and 2010: 2012 Restructuring charges - ... -
Page 66
...efforts to streamline its operations and reduce real estate costs. These restructuring initiatives are due to the company's continued efforts to lower cost and drive operational efficiency, primarily related to the integration of recently acquired businesses. 2010 Restructuring Charge The following... -
Page 67
... payments of $5,486 in 2013, $1,460 in 2014, $784 in 2015, $367 in 2016, and $208 in 2017. Tcquisition-Related Expenses Included in restructuring, integration, and other charges for 2012 are acquisition-related expenses of $12,301 primarily consisting of professional fees and other costs directly... -
Page 68
...1,051 shares, and 3,257 shares for the years ended December 31, 2012 , 2011, and 2010, respectively, were excluded from the computation of net income per share on a diluted basis as their effect is anti-dilutive. 12. Employee Stock Plans Omnibus Plan The company maintains the Trrow Electronics, Inc... -
Page 69
... over a two-year period. The company no longer uses stock options as a part of the compensation of non-employee directors. Options currently outstanding have terms of ten years. The following information relates to the stock option activity for the year ended December 31, 2012 : WeightedAverage... -
Page 70
... based on the fair market value of the company's stock as of the date it was payable. Upon a non-employee director's termination of Board service, each unit in their deferral account will be converted into a share of company stock and distributed to the non-employee director as soon as practicable... -
Page 71
...compensation cost related to non-vested shares and stock options which is expected to be recognized over a weighted-average period of 2.2 years. 13. Employee Benefit Plans Supplemental Executive Retirement Plans ("SERP") The company maintains an unfunded Trrow SERP under which the company will pay... -
Page 72
.... The discount rate represents the market rate for a high-quality corporate bond. The rate of compensation increase is determined by the company, based upon its long-term plans for such increases. The actuarial assumptions used to determine the net periodic pension cost are based upon the prior year... -
Page 73
... actuarial assumptions used. The company reviews historical trends, future expectations, current market conditions, and external data to determine the assumptions. The discount rate represents the market rate for a high-quality corporate bond. The expected return on plan assets is based on current... -
Page 74
ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Benefit payments are expected to be paid as follows: 2013 2014 $ 2015 2016 2017 2018-2022 6,448 6,546 6,629 6,823 6,892 35,935 The fair values of the company's pension plan ... -
Page 75
... periodic pension cost for the year ended December 31, 2013 are $19 and $3,115, respectively. Stock Ownership Plan The company maintains a noncontributory employee stock ownership plan, which enables most United States employees to acquire shares of the company's common stock. Contributions, which... -
Page 76
ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) 15. Contingencies 2012 Settlement of Legal Matter In connection with the purchase of Wyle from the VEBT Group ("VEBT") in Tugust 2000, the company acquired certain of the then ... -
Page 77
...costs have yet to be determined. Environmental Matters - Norco In October 2003, the company entered into a consent decree with Wyle Laboratories and the California Department of Toxic Substance Control (the "DTSC") in connection with the Norco site. In Tpril 2005, a Remedial Investigation Work Plan... -
Page 78
... computing solutions to value-added resellers through its global ECS business segment. Ts a result of the company's philosophy of maximizing operating efficiencies through the centralization of certain functions, selected fixed assets and related depreciation, as well as borrowings, are not directly... -
Page 79
ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) Sales, by geographic area, for the years ended December 31 are as follows: Tmericas (b) EMET Tsia/Pacific Consolidated (b) $ $ 2012 10,641,903 5,927,231 3,835,994 20,405,128 2011... -
Page 80
ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) outstanding during the year. Therefore, the sum of the net income per share for each of the four quarters may not equal the net income per share for the full year. (b) (c) Includes ... -
Page 81
... company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the company's internal control over financial reporting as of December 31, 2012 , and concluded that it is effective. The company acquired seven separate entities over the course of the year ended December... -
Page 82
...responsibility is to express an opinion on the company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Tccounting Oversight Board (United States). Those standards require that we plan and perform the audit... -
Page 83
... recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. Transition of Enterprise Resource Planning System On January 1, 2013 the c ompany completed the process of installing a new enterprise resource... -
Page 84
... on May 23, 2013 , is incorporated herein by reference. Information about the company's code of ethics governing the Chief Executive Officer, Chief Financial Officer, and Corporate Controller, known as the "Finance Code of Ethics," as well as a code of ethics governing all employees, known as the... -
Page 85
... Statement Schedules . The following documents are filed as part of this report: Page 1. Financial Statements. Report of Independent Registered Public Tccounting Firm 39 40 Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010 Consolidated Statements of... -
Page 86
... GmbH, VEBT Electronics (UK) Plc, Raab Karcher Electronics Systems Plc and E.ON TG and Trrow Electronics, Inc., Tvnet, Inc., and Cherrybright Limited regarding the sale and purchase of the VEBT electronics distribution group (incorporated by reference to Exhibit 2(i) to the company's Tnnual Report... -
Page 87
...(f) to the company's Tnnual Report on Form 10-K for the year ended December 31, 2002, Commission File No. 1-4482). 10(f) 10(g) Non-Employee Directors Deferred Compensation Plan, as amended and restated on January 1, 2009. 10(h) Trrow Electronics, Inc. Supplemental Executive Retirement Plan, as... -
Page 88
... as of December 30, 2008, by and between the company and Paul J. Reilly (incorporated by reference to Exhibit 10(k)(iii) to the company's Tnnual Report on Form 10-K for the year ended December 31, 2008, Commission File No. 1-4482). 10(j)(iv) Employment Tgreement, dated as of December 30, 2008, by... -
Page 89
... Electronics, Inc., individually and as Master Servicer, the several Conduit Investors, Tlternate Investors and Funding Tgents and Bank of Tmerica, National Tssociation, as administrative agent (incorporated by reference to Exhibit 10(m)(i) to the company's Tnnual Report on Form 10-K for the year... -
Page 90
... among Trrow Electronics, Inc., as issuer, and Chase Securities Inc., Bank of Tmerica Securities LLC, Goldman, Sachs & Co., and Morgan Stanley & Co. Incorporated as placement agents (incorporated by reference to Exhibit 10(g) to the company's Tnnual Report on Form 10-K for the year ended December 31... -
Page 91
...year ended December 31, 1986, Commission File No. 1-4482). Settlement Tgreement, between Trrow Electronics Inc., E.ON SE, and VEBT Electronics, LLC. 10(n)(iii) 10(o) 10(p) 21 23 31(i) Subsidiary Listing. Consent of Independent Registered Public Tccounting Firm. Certification of Chief Executive... -
Page 92
ARROW ELECTRONICS, INC. SCHEDULE II - VALUATION AND QUALIFYINt ACCOUNTS (In thousands) Balance at beginning of Charged to income year Tllowance for doubtful accounts: Year ended December 31, 2012 Year ended December 31, 2011 Year ended December 31, 2010 (a) Other (a) Write-down Balance at end ... -
Page 93
...7, 2013: By: /s/ Michael J. Long Michael J. Long, Chairman, President, and Chief Executive Officer By: /s/ Paul J. Reilly Paul J. Reilly, Executive Vice President, Finance and Operations, and Chief Financial Officer By: /s/ Jeff Pinkerman Jeff Pinkerman, Vice President, Corporate Controller... -
Page 94
Exhibit 10(a) ARROW ELECTRONICS SAVINGS PLAN (As Amended and Restated, Effective January 1, 2012) -
Page 95
... I Definitions 1.1 Accounts 1.2 Affiliate 1.3 Applicable Plan Year 1.4 Appropriate Form 1.G Beneficiary 1.6 Board of Directors 1.7 Code 1.8 Catch-up Contributions 1.9 Committee 1.10 Common Stock 1.11 Company 1.12 Company Representative 1.13 Compensation 1.14 Compensation Limit 1.1G Contribution... -
Page 96
... 3.11 Contributions Conditioned on Deductibility 3.12 Expenses 3.13 No Employee Contributions 3.14 Profits Not Required 3.1G Contributions for Military Service 3.16 Military Service ARTICLE IV Vesting 4.1 Elective Account and Rollover Account 4.2 Employer Contribution Account 4.3 Forfeitures... -
Page 97
... G.7 Statement of Accounts G.8 Daily Valuation ARTICLE VI Limitation on Maximum Contributions and Benefits Under all Plans 6.1 Definitions 6.2 Limitation on Annual Additions 6.3 Application 6.4 Limitation Year 6.G Correlation with Higher ESOP Limit ARTICLE VII Distributions, Withdrawals and Loans... -
Page 98
...Advisers 10.G Service in Multiple Capacities 10.6 Limitation of Liability; Indemnity 10.7 Reliance on Information 10.8 Subcommittees, Counsel and Agents 10.9 Funding Policy 10.10 Proper Proof 10.11 Genuineness of Documents 10.12 Members May Direct Investments 10.13 Records and Reports 10.14 Recovery... -
Page 99
... Provisions 13.1 Plan Not a Contract of Employment 13.2 Merger 13.3 Claims Procedure 13.4 Controlling Law 13.G Separability 13.6 Captions 13.7 Usage ARTICLE XIV Leased Employees 14.1 Definitions 14.2 Treatment of Leased Employees 14.3 Exception for Employees Covered by Plans of Leasing Organization... -
Page 100
Table of Contents (continued) SUPPLEMENT NO. 8 SUPPLEMENT NO. 9 SUPPLEMENT NO. 10 SUPPLEMENT NO. 11 SUPPLEMENT NO. 12 SUPPLEMENT NO. 13 SUPPLEMENT NO. 14 SUPPLEMENT NO. 1G SUPPLEMENT NO. 16 SUPPLEMENT NO. 17 SUPPLEMENT NO. 18 SUPPLEMENT NO. 19 SUPPLEMENT NO. 20 SUPPLEMENT NO. 21 SUPPLEMENT NO.... -
Page 101
... The Arrow Electronics Savings Plan set forth herein (the "Plan") was initially adopted effective June 1, 1982 as Part III of the Arrow Electronics ESOP and Capital Accumulation Plan, a stock bonus plan. A profit sharing plan called the "Arrow Electronics Capital Accumulation Plan" (the "New Plan... -
Page 102
... past-service credit to certain individuals in connection with various acquisitions of stock or assets by the Company. ARTICLE 1 Definitions When used in this Plan, the following terms shall have the designated meaning, unless a different meaning is clearly required by the context. 1.1 Accounts... -
Page 103
... in the Plan as then in effect. 1.10 Common Stock . The common stock of the Company having a par value of one dollar ($1) per share, or any other common stock into which it may be reclassified. 1.11 Company. Arrow Electronics, Inc., a New York corporation, and any company acquiring the business... -
Page 104
...taken into account for any Member for any Plan Year beginning on or after January 1, 2002, shall not exceed two hundred thousand dollars ($200,000) (as adjusted from time to time for increases in the cost of living in accordance with section 401(a)(17) of the Code) (the "Compensation Limit"). If the... -
Page 105
... maintained for each Member which reflects his share of the Fund attributable to Elective Contributions plus such other amounts as may be transferred to such Account after December 31, 1988 under the terms of the Arrow Electronics Stock Ownership Plan, together with applicable Investment Adjustments... -
Page 106
... such terms and conditions as may be imposed by the Company upon the participation in the Plan of such adopting Employer. 1.2G Employer Contribution . Contributions made by an Employer pursuant to Sections 3.2 and 3.6. 1.26 credited. 1.27 Employer Contribution Account . That portion of a Member... -
Page 107
... such hours; (c) Back Pay Awards. Hours of Service described in Section 1.32.4 shall be credited to the Plan Year or Plan Years to which the back pay award or agreement pertains (rather than to the Plan Year in which the award, agreement or payment is made). 1.32.6 Limitations on Hours of Service... -
Page 108
... defined. 1.32.8 Monthly Equivalency . An employee who customarily works for an Employer for twenty (20) or more hours per week throughout each Plan Year (except for holidays and vacations) shall be credited with exactly one hundred ninety (190) Hours of Service for each month with respect to which... -
Page 109
... the amount of any transfer to this Plan pursuant to the diversification and in-service withdrawal provision of the Arrow Electronics Stock Ownership Plan. 1.46 Section 401(k) Member . A Member who is an Eligible Employee. 1.47 Termination of Employment. A Member's employment shall be treated as... -
Page 110
... or other bona fide leave payments). Total Earnings taken into account for any Member for any Plan Year shall not exceed the Compensation Limit. If the period for determining Total Earnings is a short plan year (i.e., shorter than 12 months), the annual Total Earnings limit is an amount equal to... -
Page 111
... Hours of Service credited to an employee under the Plan, service with any Affiliate shall be treated as service with an Employer. Notwithstanding any other provision of this Plan, a Member shall be eligible to share in contributions and forfeitures under the Plan only with respect to Compensation... -
Page 112
...to share in contributions and forfeitures for subsequent Plan Years unless and until he returns to employment as an Eligible Employee. Upon retirement (at or after Normal Retirement Date) or Termination of Employment of such a Member while so employed other than as an Eligible Employee, distribution... -
Page 113
... determining when an Eligible Employee shall become a Member and such Eligible Employee's Hours of Service and Years of Service, employment with or severance from (i) one or more predecessors of an Employer or Affiliate or (ii) a corporation or other entity which was not an Employer or Affiliate at... -
Page 114
... Compensated Employees, respectively, as the Committee determines in its discretion; provided, that a whole percentage shall not be required if necessary or appropriate to comply with any applicable limitations on the amount of Elective Contributions permitted. The Section 401(k) Member's Employer... -
Page 115
.... The amount to be distributed for a Plan Year shall be adjusted to reflect the amount of Elective Contributions previously distributed by the Plan on or after the beginning of such Plan Year in order to comply with the limitations of Section 3.3. If the Member's Elective Account is invested in more... -
Page 116
... the Employer to make contributions under this Article III. 3.3 Section 401(k) Limit on Elective Contributions . 3.3.1 In General . Notwithstanding anything in this Plan to the contrary, Elective Contributions for any Plan Year for a Section 401(k) Member who is a Highly Compensated Employee for... -
Page 117
... Members Who Are Highly Compensated Employees for the Plan Year Two (2) times the percentage in Column 1 The percentage in Column 1, plus 2% More than 8% One and one-quarter (1-1/4) times the percentage in Column 1 The status of an individual as a non-Highly Compensated Employee for an Applicable... -
Page 118
... in cash to such Highly Compensated Employee no later than March 1G of the following Plan Year if possible, and in any event no later than the close of such following Plan Year. If such Member's Account is invested in more than one Investment Fund, such distribution shall be made pro rata, to... -
Page 119
... in accordance with the direction of the Committee. Without limiting the generality of the foregoing, any such reduction may be made applicable to all Section 401(k) Members, only to Section 401(k) Members who are Highly Compensated Employees, or to any other group as the Committee shall determine... -
Page 120
... Sections an individual shall not be treated as a Section 401(k) Member for an Applicable Plan Year during which he is not a Highly Compensated Employee except for periods after he has met the minimum age and service requirements of section 410(a)(1)(A) of the Code, if (a) the Committee elects to -
Page 121
... in order to meet the requirements of Sections 3.3 and 3.4 for such Plan Year. The Board of Directors shall designate any such amounts as "qualified nonelective contributions" within the meaning of section 401(m)(4)(C) of the Code ("QNECs") and shall determine the group of Members eligible to share... -
Page 122
..., unless he ceased to be an Eligible Employee during the Plan Year by reason of death, Disability, termination of employment after attaining age 60 with at least 10 Years of Service or retirement at or after his Normal Retirement Date. A Member's Compensation prior to the Entry Date he is eligible... -
Page 123
... shall be designated to qualify as a profit-sharing plan for purposes of sections 401(a), 402, 404, 412 and 417 of the Code. 3.1G Contributions for Military Service . Effective December 12, 1994, notwithstanding any provisions of this Plan to the contrary, contributions and service credit shall be... -
Page 124
... years from the date of such return to employment or, if less, a period equal to three times the period of such military service. 3.16.2 Death during Military Service . Effective January 1, 2007, if a Member dies while performing qualified military service (as defined in section 414(u) of the Code... -
Page 125
... in his Employer Contribution Account in accordance with the following schedule: Years of Service 1 2 3 4 Vested Percentage 0% 20% 40% 60% 100% G or more A Member who had a vested or partially vested account under Part III of the Arrow Electronics ESOP and Capital Accumulation Plan on January... -
Page 126
...expenses of the Plan that the Company does not elect to pay in lieu of payment by the Plan (including reasonable administrative expenses incurred or authorized by the Committee under Section 10.3), and/or (ii) to reduce future employer contributions under the Plan, including, without limitation, any... -
Page 127
..., and continue in effect until changed by the filing of a new designation under this Section G.2. G.3 Designation of Investment Funds for Existing Account Balances . A Member may, by giving notice to the Committee on the Appropriate Form designate the percentage of the then existing balance of his... -
Page 128
... the terms and conditions expressly set forth in this Plan, nor shall the Trustee be required to segregate physically the assets of the Fund by reason thereof. G.7 Statement of Accounts . The Committee shall distribute to each Member a statement showing his interest in the Fund at least quarterly... -
Page 129
... any, credited to employee accounts, (c) employee contributions under all such plans (or portions thereof), and (d) amounts described in section 419A(d)(2) of the Code (relating to post-retirement medical benefits of key employees) or allocated to a pension plan individual medical account described... -
Page 130
...other Annual Additions for the year. Matching Contributions transferred to such a suspense account shall be used to reduce contributions for such Member in the next Limitation Year and each succeeding Limitation Year if necessary; provided, that if the Member is not covered by the Plan at the end of... -
Page 131
... to him as a loan, or a distribution other than on account of "hardship" as herein defined, under this Plan and all other plans maintained by any Employer or Affiliate (such as but not limited to the Arrow Electronics Stock Ownership Plan). For this purpose, the term "hardship" shall mean any one or... -
Page 132
... tuition and related educational fees, including room and board (but not books), for the next 12 months of post-secondary education for the Member, the Member's spouse, children or dependents (as defined under applicable regulations); (c) Costs (other than mortgage payments) directly related to the... -
Page 133
...(g)(3) of the Code) and of employee contributions under this Plan and all other qualified and nonqualified plans of deferred compensation (excluding mandatory employee contributions under any defined benefit plan), or stock option, stock purchase, or similar plans, of any Employer or Affiliate for... -
Page 134
... frequently than quarterly) determine such rate on the basis of a review of pertinent information. 7.4.4 Repayment Term. Such loan must provide for substantially level amortization (within the meaning of section 72(p)(2)(C) of the Code) with payments made at least quarterly for a period to end no... -
Page 135
... (10) years in the case of a loan used to acquire any dwelling unit which within a reasonable time (determined at the time the loan is made) is to be used as the principal residence of the Member (a "principal residence loan"); or (b) The date on which distribution of the Member's Accounts is made... -
Page 136
... to be an employee of the Company or any other Employer as a result of a sale of assets or stock or similar corporate transaction, and the asset or stock purchase agreement or similar agreement so provides, any loan note held in the Account of a Member affected thereby may be transferred or rolled... -
Page 137
... as the Member's Account(s) against which execution is proposed could be distributed to the Member consistent with the requirements for qualification of the Plan under section 401(a) of the Code. Furthermore, the Loan Administrator may take any other action he deems appropriate to obtain payment of... -
Page 138
...of Employment or his Normal Retirement Date, except to the extent a contribution pursuant to Article III of the Plan which the Member is entitled to share in has not yet been acquired by the Fund. 8.1.2 Default Rollover of Small Benefits Cashouts . Notwithstanding the foregoing, for distributions to... -
Page 139
... Beneficiary, payments following a Member's death may be paid in substantially equal installments over G, 10, 1G, or 20 years from the Member's death, to be made monthly, quarterly or annually as specified in such election. Any amount so distributable shall be held in the Member's Accounts, invested... -
Page 140
...) is located, whichever is applicable. 8.6.G Notwithstanding any provision of the Plan to the contrary, with respect to distributions under the Plan made for calendar years, 2001 and 2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Code, including... -
Page 141
... by any employee, Member, spouse or other beneficiary with respect to age, length of service, leave of absence, date of Termination of Employment, marital status or other fact required to be determined under any of the provisions of this Plan, and shall not be liable on account of the payment of any... -
Page 142
... as otherwise provided by law, no Employer assumes any obligations under this Plan except those specifically stated in the Plan. 8.13 Prior Plan Distribution Forms . The portions of the Accounts of Members attributable to balances transferred from prior plans will be eligible for installment or... -
Page 143
... (other than an employee stock ownership plan as defined in section 497G(e)(7) of the Code) within the meaning of applicable regulations. 8.1G Direct Rollover of Eligible Rollover Distributions . Notwithstanding any provisions of this Plan that would otherwise limit a Distributee's election under... -
Page 144
... a direct trustto-trust transfer from the Arrow Electronics Stock Ownership Plan ("ESOP") of the cash proceeds allocable to all or a portion of an account in the ESOP of a deceased member of the ESOP upon election by a beneficiary of such ESOP to make such a transfer in accordance with applicable... -
Page 145
... has predeceased the Member and no alternative designation has become effective, such benefits shall be distributed to the Member's surviving spouse, if any, or if no spouse survives the Member, to the Member's estate. 9.G Effect of Marriage, Divorce or Annulment, or Legal Separation . This Section... -
Page 146
... the extent otherwise provided in an applicable QDRO, a designation of the Member's spouse as Beneficiary will automatically be cancelled if the marriage terminates by divorce or is annulled or such a legal separation order is issued unless the designation clearly states that the individual named as... -
Page 147
... 21, 2004, the Compensation Committee of the Board of Directors shall succeed to the duties of the Corporate Governance Committee under this Section 10.1. 10.2 Named Fiduciary . The named fiduciary under the Plan shall be the Committee, which shall have authority to control and manage the operation... -
Page 148
... or advisable as a result of operating defects in order to preserve qualification of the Plan under section 401(a) of the Code pursuant to procedures of the Internal Revenue Service applicable in such cases (such as those set forth in Revenue Procedure 2008-G0 and similar guidance); and (l) to... -
Page 149
... of the Plan or trust. 10.7 Reliance on Information . The Committee and any Employer and its officers, directors and employees shall be entitled to rely upon all tables, valuations, certificates, opinions and reports furnished by any accountant, trustee, insurance company, counsel or other expert... -
Page 150
... for the benefit of the Member or Beneficiary in one or more investment options that are no longer available are transferred to specific Investment Funds under this Plan, subject to the right of Members (or Beneficiaries) to then reallocate their accounts among Investment Funds. The Plan is intended... -
Page 151
...the administration of the Plan. 10.14 Recovery of Overpayments . Without limiting the generality of the Committee's power and discretion under Section 10.3(d) to rectify errors and supply omissions, in the event that the Committee determines that overpayments have been made to a Member or his spouse... -
Page 152
... any payment of benefits or distributions out of the Fund, or to allocate or reallocate any amounts, except upon the written direction of the Committee. The Trustee shall not be charged with knowledge of any action by the Board of Directors or of the Termination of Employment of any Member, unless... -
Page 153
... action of the Compensation Committee of the Board of Directors or by action of the Company Representative, and all Employers and Members (and their Beneficiaries) shall be bound thereby. Except as provided in Section 12.3, no such amendment shall authorize or permit any part of the Fund to be used... -
Page 154
...board of directors or for any other reason, and such discontinuance is deemed a partial termination of the Plan within the meaning of section 411(d)(3) of the Code, the amounts credited to the Accounts of all affected Members (other than Members who, in connection with the discontinuance of Employer... -
Page 155
..., nor the creation of any Fund or Account, nor the payment of any benefits hereunder, shall be construed as giving to any Member or other person any legal or equitable right against any Employer, any officer or employee thereof, the Board of Directors or any member thereof, the Committee or any... -
Page 156
... be taken into account in determining compliance with the service requirements of the Plan relating to participation and vesting. However, the Leased Employee shall not be entitled to share in contributions or forfeitures under the Plan with respect to any service or compensation attributable to the... -
Page 157
...(i) of the Code); provided that the number of employees treated as officers shall be no more than fifty (G0) or, if fewer, the greater of three (3) employees or ten percent (10%) of the employees (exclusive of employees described in section 414(q)(G) of the Code). (b) For Plan Years ending prior to... -
Page 158
... to January 1, 2002 during the five (G)-year period) ending on the applicable Determination Date. 1G.1.8 Compliance with Code Section 416 . The calculation of the "Top-Heavy" ratio, and the extent to which distributions, rollovers and transfers are taken into account will be made in accordance with... -
Page 159
... to the account of any active Member who (a) is employed by an Employer or Affiliate on the last day of the Plan Year and (b) is not a Key Employee shall be (i) at least three percent (3%) of such Member's Total Earnings for such Plan Year up to the Compensation Limit of the Plan Year (as defined... -
Page 160
... and benefits accrued before the Plan became "Top-Heavy." Any vesting schedule change caused by alterations in the Plan's "Top-Heavy" status shall be deemed to result from a Plan amendment giving rise to the right of election required by Code section 411(a)(10)(B). 1G.2.3 Bargaining Unit Employees... -
Page 161
...G,G00 The limit for years after 2009 shall be adjusted for cost of living increases in accordance with section 414(v) of the Code. 16.G Treatment of Catch-up Contributions . Contributions made pursuant to a Member's election under Section 16.2 shall be credited to the Member's Elective Account and... -
Page 162
... has not made the maximum amount of Catch-up Contributions permitted for a calendar year, any Excess Contributions otherwise distributable to the Member under Section 3.3 in order to comply with ADP test limits shall be recharacterized as Catch-up Contributions to the maximum extent permitted under... -
Page 163
... XVII applies to each Eligible Employee who is first hired as an Eligible Employee, or returns to employment as an Eligible Employee after a separation from service, or transfers to employment as an Eligible Employee from other employment with an Affiliate or Employer, on or after January 1, 2008... -
Page 164
... class mail to the last known address of the Eligible Employee on the records of the Employer and the mailing has not been returned to the Employer, or is furnished by any other form of delivery, including electronic, in conformity with applicable regulations. 17.6 Election to Disenroll . Effective... -
Page 165
..., ARROW ELECTRONICS, INC. has caused this instrument to be executed by its duly authorized officer, and its corporate seal to be hereunto affixed, this 18th day of December 2012. ATTEST: /s/ Gregory Tarpinian Assistant Secretary ARROW ELECTRONICS, INC. By /s/ Peter S. Brown Senior Vice President -
Page 166
... connection with the Ducommun Acquisition, and who remained an Eligible Employee continuously from that time through December 31, 1989, the term "Year of Service" shall include, effective on and after January 1, 1990, any Plan Year (i) during which such Eligible Employee was employed by Ducommun and... -
Page 167
...and outstanding shares of common stock of Almac Electronics Corporation, the Plan is amended in the following respects: S2.1 As used in this Supplement No. 2, the following terms have the meanings set forth in this Section S2.1. (a) "Lex Plan" means the Lex Service (U.S.) Performance Incentive Plan... -
Page 168
...treated, on and after January 1, 199G, as service with an Employer or Affiliate for purposes of determining such Zeus Transferee's Years of Service under the Plan. For this purpose, any service measured in terms of elapsed time shall be converted to Hours of Service on the basis that one month equal... -
Page 169
...In connection with the acquisition by Arrow Electronics, Inc. of all of the issued and outstanding shares of common stock of Gates/FA Distributing, Inc. (the "Gates Acquisition"), the Plan is amended as follows: S4.1 In the case of an individual who becomes an employee of an Employer or Affiliate on... -
Page 170
... Electronics, Inc. Salary Savings Plan (the "Anthem Plan") shall, to the extent attributable to employee salary deferrals, be transferred to Elective Accounts under the Plan. Other amounts in participant accounts in the Anthem Plan shall, to the extent not distributed to Members, be transferred... -
Page 171
...TO THE ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Former Members of the Capstone Electronics Profit-Sharing Plan Effective as of December 31, 1996, the Capstone Electronics Profit-Sharing Plan (the "Capstone Plan") merged into this Plan, and the terms of this Plan superseded in... -
Page 172
... to such transfer. Thereafter, the Member may change the percentage of his Matching Account that is invested in each Investment Fund in accordance with Article V of the Plan. S6.7 Credit Under the Plan for Years of Service with Capstone . A Capstone Member's Years of Service under the Plan shall be... -
Page 173
... NO. 7 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Former Employees of Farnell Electronic Services In connection with the acquisition by the Company of all the issued and outstanding shares of common stock of Farnell Holding, Inc. (the "Farnell Acquisition"), which wholly... -
Page 174
... maintained by Farnell to compute Hours of Service in order to determine the Years of Service to be credited to such former employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Farnell. S7.7 Alternative Forms of Payment Preserved to February 1, 2002... -
Page 175
(c) a single sum payment. S7.8 Withdrawals During Employment . S7.8.1 Withdrawals During Employment Irrespective of Age . A Farnell Transferee who is employed by an Employer or Affiliate may elect, no more frequently than once in any six-month period, to withdraw from the Plan all or any portion ... -
Page 176
...TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Employees of Consan, Incorporated Effective as of July 3, 2000, the Consan, Incorporated 401(k) Profit Sharing Plan (the "Consan Plan") merged into this Plan, and the terms of this Plan superseded the terms of the Consan Plan. This... -
Page 177
... Fund Acorn International Fidelity Asset Manager Fidelity Short Term Bond General American Life Ins Contract. S8.9 Credit Under the Plan for Service with Consan . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment... -
Page 178
... thereto) on account of a separation from service may elect to defer such distribution until he attains age 70-1/2. S8.12.1 Consan Plan Amended . The provisions of this Supplement No. 8 shall be treated as an amendment to and a part of the Consan Plan to the extent necessary to give full effect to... -
Page 179
...41G of the Code before giving effect to any salary reductions under section 132(f)(4) of the Code, effective January 1, 2001; (c) Section 1.27, relating to the definition of highly compensated employee, effective January 1, 1997; (d) Section 3.3.4, relating to the distributions of aggregate excess... -
Page 180
...the Company acquired Richey and its employees transferred to the employ of the Company. As of that date, the Company adopted the Richey Plan and through March 31, 1999 continued the Richey program of making elective deferral contributions and related matching contributions for Richey Members through... -
Page 181
... U.S. Equity Index Fund Fidelity Intermediate Bond Fund Same fund Fidelity Magellan Same fund S9.8 Credit Under the Plan for Service with Richey . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with Richey prior... -
Page 182
... of qualified military service as required under section 414(u) of the Code, effective December 12, 1994; (e) Section 3.3.3, relating to the distributions of aggregate excess deferrals based on the amount of contribution by or on behalf of each highly compensated employee and attributable first... -
Page 183
...,000 annual addition limitation under section 41G(c)(1) of the Code, effective January 1, 199G; (g) Section 6.3, relating to limiting the application of section 41G(e) of the Code to limitation years beginning before January 1, 2000; (h) Section 8.1G, relating to exclusion of hardship distributions... -
Page 184
... TO TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Employees of Scientific & Business Minicomputers, Inc . Effective as of August 1, 2000, the Scientific & Business Minicomputers, Inc. 401(k) Profit Sharing Plan (the "SBM Plan") merged into this Plan, and the terms of this... -
Page 185
... Plan on that date. Any other employee of SBM who is employed by an Employer on such date who then satisfies the minimum age and 90-day waiting period requirements of Section 2.1 (after giving effect to Section S10.9) shall become a Member on the first date that such employee receives Compensation... -
Page 186
...Income Fidelity Retirement Growth Fidelity Value Fidelity Value S10.9 Credit Under the Plan for Service with SBM Eligibility to Participate . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with SBM prior to July... -
Page 187
... Annuity option with spousal consent in accordance with applicable regulations, shall be in the form of a straight-life annuity, in each case to be provided by the purchase of an annuity contract on a unisex basis; (b) a series of installment payments made on a monthly, quarterly, or annual basis... -
Page 188
...$30,000 annual addition limitation under section 41G(c)(1), effective January 1, 199G; (g) Section 6.3, relating to limiting the application of section 41G(e) of the Code to limitation years beginning before January 1, 2000; (h) Section 8.1G, relating to exclusion of hardship distributions from the... -
Page 189
SUPPLEMENT NO. 11 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Employees of Support Net, Inc. Effective as of April 1, 2000, the Support Net, Inc. 401(k) Plan (the "Support Net Plan") merged into this Plan, and the terms of this Plan superseded the terms of the Support Net ... -
Page 190
... Govt. Money Market Fidelity Equity Income Fund Fidelity Intermediate Bond Fund S11.9 Credit Under the Plan for Service with Support Net . Eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account employment with Support Net prior to... -
Page 191
... Net to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Support Net. S11.10 Vesting of Matching Subaccount. The Matching Subaccount of a Member employed by... -
Page 192
...30,000 annual addition limitation under section 41G(c)(1), effective January 1, 199G; (g) Section 6.3, relating to limiting the application of section 41G(e) of the Code to limitation years beginning before January 1, 2000; (h) Section 8.1G, relating to exclusion of hardship distributions from the... -
Page 193
... the Company. The remainder of VEBA employees transferred to the employ of the Company effective January 1, 2001. As of January 16, 2000 and through December 31, 2000, the Company adopted the VEBA Plan with respect to those VEBA Members who transferred to its employ and continued the VEBA program of -
Page 194
... Plan on that date. Any other employee of VEBA who is employed by an Employer on such date who then satisfies the minimum age and 90-day waiting period requirements of Section 2.1 (after giving effect to Section S12.9) shall become a Member on the first date that such employee receives Compensation... -
Page 195
...under the VEBA Plan or this Plan. The Committee may use and rely upon records maintained by VEBA to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with VEBA. S12... -
Page 196
...; or (c) a single sum payment. S12.12 Withdrawals During Employment . S12.12.1 Withdrawals During Employment Irrespective of Age . A VEBA Member who is employed by an Employer or Affiliate may elect, no more frequently than once in any one-year period, to withdraw from the Plan all or any portion... -
Page 197
... Internal Revenue Code of 1994 (the "PRIRC"). The provisions of this Supplement 13 shall only apply to any resident of the Commonwealth of Puerto Rico ("Supplement 13 Participant") who is employed by an Employer. S13.2 Type of Plan. It is the intent of the Company that the Plan be a profit sharing... -
Page 198
... . Contributions by a Supplement 13 Member under Section 3.6 of the Plan are limited to amounts distributed from an employee retirement plan that also qualifies under Section 116G(a) of PRIRC. S13.11 Payment of Contributions . Contributions to the Plan by an Employer engaged in business in Puerto... -
Page 199
SUPPLEMENT NO. 14 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Former Employees of Pioneer-Standard Electronics, Inc. The following special provisions have been adopted in connection with the acquisition by the Company of substantially all of the assets of Pioneer-Standard's ... -
Page 200
... Inc. that include after-tax employee contributions. S14.G Rollovers of Loans . A Pioneer Employee's Rollover Contribution may include a loan note if such note is transferred in a direct rollover to the Plan from the Retirement Plan of Pioneer-Standard Electronics Inc., subject to any rules... -
Page 201
SUPPLEMENT NO. 1G TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Eligible Employees of RAD Technologies Effective October 19, 200G, and without limiting the generality of Members' rights otherwise to make rollovers of eligible rollover distributions in accordance with Section ... -
Page 202
...16 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Former Employees of Alternative Data Technology, Inc. Effective as of March 1, 2007, the Alternative Data Technology, Inc. Profit Sharing & 401(k) Plan (the "ADT Plan") shall merge into this Plan, and the terms of the Plan shall... -
Page 203
... Govt. MMKT Fidelity Intermediate Bond Fidelity Intermediate Bond PIMCO Total Return Fund - Class A DWS High Inc. Plus Fund - Class S SSgA S&P G00 Index Fund SSgA Russell 2000 Index Strategy SSgA S&P MidCap 400 Index AllianceBenstein Growth and Inc -A DWS Large Cap Value Fund - A Allianz NFJ Small... -
Page 204
... under the ADT Plan or this Plan. The Committee may use and rely upon records maintained by ADT to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with ADT. S16... -
Page 205
... NO. 17 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Former Employees of Keylink Systems Effective as of April 1, 2007, Arrow Electronics, Inc., Arrow Electronics Canada LTD and Support Net, Inc. purchased certain assets of the Keylink Systems business unit from Agilysys, Inc... -
Page 206
..., Inc. The Committee may use and rely upon records maintained by Agilysys, Inc., and may use such equivalencies as the Committee determines is appropriate, to compute Hours of Service in order to determine Years of Service to be credited to such employee based on his employment with Keylink. -
Page 207
... TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Former Employees of ACI Electronics, Inc. The following special provisions have been adopted in connection with the acquisition by the Company of the operating assets of ACI Electronics, LLC, ("ACI") and the resulting transfer of... -
Page 208
.... 19 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Former Employees of A.E. Petsche Company. Inc. Effective as of May 3, 2010, the A. E. Petsche Co., Inc. 401(k) Profit Sharing Plan (the "Petsche Plan") shall merge into this Plan, and the terms of the Plan shall supersede the... -
Page 209
...Allocation of Transferred Accounts . Funds transferred to the Trustee in respect of a Member's Petsche Account shall be allocated under the Plan to such Member's Elective, Matching, Discretionary, and Rollover Subaccounts, as applicable. S19.6 Investment of Transferred Assets . Funds transferred to... -
Page 210
...compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 based on his employment with Petsche. S19.9 Vesting Under the Plan for Matching and Discretionary Subaccounts . Funds in a Petsche Member... -
Page 211
... Subaccount if he or she is determined to be disabled by a physician approved by the Company. S19.12 Petsche Plan Amended . The provisions of this Supplement No. 19 shall be treated as an amendment to and a part of the Petsche Plan to the extent necessary to give full effect to this Supplement. -
Page 212
... "Nu Horizons " means Nu Horizons Electronics Corp, a Delaware corporation acquired by the Company pursuant to a Stock Purchase Agreement dated as of September 19, 2010, and effected January 3, 2011. S20.1.7 "Nu Horizons Account " means an account maintained under the Nu Horizons Plan immediately... -
Page 213
... person who was employed by Nu Horizons and was an Eligible Employee on April 1, 2011 shall become a Member of the Plan, subject to the Plan's age and service requirements, taking into account past service with Nu Horizons in accordance with Section S20.8 hereof. Each Nu Horizons Member who was not... -
Page 214
...Money Market Fund S20.8 Credit Under the Plan for Service with Nu Horizons . Effective on and after April 1, 2011, a Nu Horizons employee's eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account (a) employment with Nu Horizons for... -
Page 215
...the company's long-term disability plan, (ii) satisfies the requirements for Social Security disability benefits, or (iii) is determined to be disabled by a physician approved by the Company; provided that such Nu Horizons Member shall not be considered disabled until he or she terminates employment... -
Page 216
... TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Current and Former Employees of PCG Trading, LLC, d/b/a Converge Effective as of May 16, 2011 (the "Merger Date"), the Converge 401(k) Savings Plan shall merge into this Plan, and the terms of the Plan shall supersede the terms of... -
Page 217
... . Each person who was employed by Converge and was an Eligible Employee on April 2, 2011 shall become a Member of the Plan, subject to the Plan's age and service requirements, taking into account past service with Converge in accordance with Section S21.8 hereof. Each Converge Member who was not an... -
Page 218
... Fund JP Morgan International Equity Fund S21.8 Credit Under the Plan for Service with Converge . Effective on and after April 2, 2011, a Converge Employee's eligibility to participate, Hours of Service and Years of Service under the Plan shall be determined by taking into account (a) employment... -
Page 219
... the requirements for benefits under the company's long-term disability plan; provided that such Converge Member shall not be considered disabled until he or she terminates employment with the Employer. S21.12 Special Provisions Relating to Roth 401(k) Contributions. S21.12.1. Accounting . Roth 401... -
Page 220
... employee shall become a Member of the Plan prior to March 4, 2011. S22.3 Credit Under the Plan for Service with Richardson . Hours of Service and Years of Service under the Plan for Richardson Employees shall be determined by taking into account the most recent period of employment with Richardson... -
Page 221
... determines is appropriate, to compute Hours of Service in order to determine Years of Service to be credited to such employee based on his employment with Intechra. SUPPLEMENT NO. 24 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Employees of Transim Technology Corporation -
Page 222
... that no such employee shall become a Member prior to February 11, 2011. S24.3 Credit Under the Plan for Service with Transim . Hours of Service and Years of Service under the Plan for Transim Employees shall be determined by taking into account the most recent period of employment with Transim and... -
Page 223
... provided that no such employee shall become a Member prior to February 11, 2011. S2G.3 Credit Under the Plan for Service with Dicopel . Hours of Service and Years of Service under the Plan for Dicopel Employees shall be determined by taking into account employment with Dicopel and its predecessors... -
Page 224
SUPPLEMENT NO. 26 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Employees of Eshel Technology Group, Inc. Effective as of October 1, 2010, the Company acquired all of the issued and outstanding stock of ETG pursuant to a share purchase agreement dated October 1, 2010. The ... -
Page 225
... such employee shall become a Member of the Plan prior to September 9, 2011. S27.3 Credit Under the Plan for Service with InScope . Hours of Service and Years of Service under the Plan for InScope Employees shall be determined by taking into account the most recent period of employment with InScope... -
Page 226
SUPPLEMENT NO. 28 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Employees of Verical, Incorporated Effective as of April G, 2010, the Company acquired all of the issued and outstanding stock of Verical pursuant to a merger agreement dated as of April G, 2010. The following ... -
Page 227
... ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Current and Former Employees of Shared Technologies Inc. Effective as of February 2, 2012 (the "Merger Date"), the Shared Technologies. 401(k) Plan (the "Shared Technologies Plan") shall merge into this Plan, and the terms of the Plan... -
Page 228
... into account past service credited under the Shared Technologies Plan in accordance with Section S29.8 hereof. Each Shared Technologies Member who was not an Eligible Employee on January 1 2012 shall become a Member on the Merger Date, but solely with respect to amounts transferred to the Plan in... -
Page 229
... to compute Hours of Service in order to determine Years of Service to be credited to such employee and his eligibility to participate in accordance with Section 2.1 of the Plan. S29.9 Vesting Under the Plan for Matching and Discretionary Subaccounts . Funds in a Shared Technologies Member... -
Page 230
... NO. 30 TO ARROW ELECTRONICS SAVINGS PLAN Special Provisions Applicable to Employees of SiliconExpert Technologies, Inc. Effective as of March 21, 2012, the Company acquired all of the issued and outstanding stock of SiliconExpert Technologies, Inc. pursuant to a share purchase agreement dated as... -
Page 231
... Member who is an Employee on December 31, 2012 or who terminated employment with an Employer with an Account balance and has incurred less than five consecutive One-Year Breaks in Service on December 31, 2012 shall be fully vested in the value of his Accounts." 6. Section 4.11 is revised to read... -
Page 232
... such election, sell the number of shares for which diversification has been elected and directly transfer the proceeds, net of brokerage fees, to the Member's rollover contributions account in the Arrow Electronics Savings Plan. In lieu of such a sale, the Committee may credit the Member with cash... -
Page 233
...Grant Date: _____ Number of Shares Covered by this Option: _____ Exercise Price Per Share: _____ Expiration Date: _____ THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the "Agreement") dated as of _____ is between Arrow Electronics, Inc., a New York corporation (the "Company" or "Arrow") and _____... -
Page 234
... Data. To comply with applicable law and to administer the Plan and the terms and conditions of this Agreement, the Company and its agents may hold and process your personal data and/or sensitive personal data. Such data includes, but is not limited to, the information provided in this Agreement and... -
Page 235
... similar products or services as those provided by the organization, business units or groups for which you worked or had responsibility during your tenure at Arrow or any of its subsidiaries or affiliates. "Committee" means the Compensation Committee of Arrow's Board of Directors or a designated... -
Page 236
... the terms of the grant of Performance Stock Units by Arrow Electronics, Inc., a New York Corporation (the "Company" or "Arrow"), to _____ (the "Grantee" or "you") under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (the "Plan"). The parties agree as follows: 1. General Grant Information... -
Page 237
... Stock Unit targets to determine the number of Performance Stock Units paid. The Compensation Committee will reserve the right to adjust plan payout percentages up or down based on its evaluation of Arrow's performance against key strategic peers. Performance units will be subject to three-year... -
Page 238
... with respect to the Shares of this Performance Stock Unit. Any such dividends and other distributions shall be paid 30 days after the Shares to which they relate vest. Payment of dividends within the applicable grace periods permitted by Section 409A of the Internal Revenue Code of 1986, as amended... -
Page 239
... similar products or services as those provided by the organization, business units or groups for which you worked or had responsibility during your tenure at Arrow or any of its subsidiaries or affiliates. "Committee" means the Compensation Committee of Arrow's Board of Directors or a designated... -
Page 240
...409A of the Code as deferred compensation (and does not qualify for the "short term deferral" or any other exemption under applicable Treasury regulations) and you are a "specified employee" within the meaning of Section 409A of the Code, payment of such award, or delivery of shares, will be delayed... -
Page 241
... of one share of Common Stock. Any fractional Restricted Stock Units shall be rounded to the nearest whole number. Delivery of shares within the applicable grace periods permitted by Section 409A of the Internal Revenue Code of 1986, as amended, shall be deemed made on the scheduled payment date... -
Page 242
...Data . To comply with applicable law and to administer the Plan and the terms and conditions of this Agreement, the Company and its agents may hold and process your personal data and/or sensitive personal data. Such data includes, but is not limited to, the information provided in this Agreement and... -
Page 243
... similar products or services as those provided by the organization, business units or groups for which you worked or had responsibility during your tenure at Arrow or any of its subsidiaries or affiliates. "Committee" means the Compensation Committee of Arrow's Board of Directors or a designated... -
Page 244
The parties have entered into this Agreement as of the date first written above by signing where indicated below. Arrow Electronics, Inc. By: Peter S. Brown SVP and General Counsel _____ PARTICIPANT NAME -
Page 245
Exhibit 10(g) ARROW ELECTRONICS, INC. NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN Effective October 1, 2004, as amended and restated effective January 1, 2009 ARROW ELECTRONICS, INC., a New York corporation having its principal offices at 7459 S. Lima Street Englewood, Co 80112 (the "Company... -
Page 246
... to direction of the Compensation Committee of Arrow Electronics, Inc. (the "Company") at a meeting on September 21, 2004, a deferred compensation plan for non-employee directors ("Plan") was established effective October 1, 2004 as a separate component of the Arrow Electronics, Inc. Executive... -
Page 247
... with Article VI. (f) (g) "Company" shall mean Arrow Electronics, Inc., a New York corporation, or any successor thereof that adopts this Plan. "Compensation" shall mean all Board and committee meeting fees payable to a Director, and any annual retainer payable for a Plan Year beginning after the... -
Page 248
... all deferrals by the Participant for a particular Plan Year. "Separation from Service" shall mean separation from service as a Director by a Participant who immediately thereafter neither performs nor is expected to perform services for the Company or any Subsidiary in any other capacity or who... -
Page 249
ARTICLE II PARTICIPATION A Director shall become a Participant in the Plan by completing all forms as required by the Committee (which may, in the discretion of the Committee, include an application for a variable life insurance policy referenced in Section 4.2(a)). -
Page 250
... previously eligible to participate in any other elective account balance nonqualified deferred compensation plan maintained by the Company or a Subsidiary for Directors or other independent contractors) ("a "Similar Plan") may elect, by election duly filed with the Committee within the thirty (30... -
Page 251
... to be credited or charged with respect thereto. (b) (c) Designation of Fund for Deemed Investment of Plan Year Account Balances . In accordance with procedures prescribed by the Committee, a Participant may change each of the Fund allocations of his or her Accounts monthly prior to distribution... -
Page 252
... of such a designation, shall terminate any and all liability of the Company with respect thereto. Emergency Distribution . A Participant shall be permitted to elect an Emergency Distribution from his or her Accounts in the sole discretion of the Board of Directors ("Board"), in which decision... -
Page 253
...in its discretion, to direct that payment of such benefits be deferred until order of a court of competent jurisdiction, or to pay such sum into court in accordance with appropriate rules of law in such case then provided, or to make payment only upon receipt of a bond or similar indemnification (in... -
Page 254
...) to take all actions necessary for the administration of the Plan, including determining whether to hold or discontinue any insurance policies held by the Company or any Trust; and to make a determination as to the rights of any person to a benefit and to afford any person dissatisfied with such... -
Page 255
...or she is entitled under this Plan (hereinafter referred to as "Claimant") must file a written request for such benefit with the Company, setting forth his or her claim. The request must be addressed to the General Counsel of the Company at its then principal place of business. Claim Decision . Upon... -
Page 256
...against the Committee and the Company under the Plan. 7.2 Restriction Against Assignment . The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant's Accounts shall be liable for the... -
Page 257
... . Notwithstanding any other provision of the Plan, it shall be recognized that implementation of the accounting, valuation and distribution procedures required under the Plan is dependent upon the Plan recordkeeper receiving complete and accurate information from a variety of different sources on... -
Page 258
ARROW ELECTRONICS, INC. NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN Effective October 1, 2004, as amended and restated effective January 1, 2009 Adopted by action of the Arrow Electronics, Inc. Management Pension and Investment Oversight Committee on December 12, 2008 -
Page 259
... Elections to Defer Compensation Time and Form of Election Irrevocability ARTICLE IV 4.1 4.2 4.3 PARTICIPANT ACCOUNTS Deferral Accounts Fund Elections Adjustment of Fund Subaccounts ARTICLE V DISTRIBUTIONS 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 Separation from Service Distribution on Death... -
Page 260
..., Limited; Indemnification ARTICLE VII MISCELLANEOUS 7.1 7.2 7.3 7.4 Unsecured General Creditor Restriction Against Assignment Amendment, Modification, Suspension or Termination Governing Law 7.5 7.6 7.7 7.8 7.9 7.10 Data Separability Headings Usage Grantor Trust Agreement/Change of Control... -
Page 261
... amended and in effect, the " TAA"), by and among Arrow Electronics Funding Corporation, a Delaware corporation (the " SPV"), Arrow Electronics, Inc., a New York corporation, individually (" Arrow") and as the initial Master Servicer, the several commercial paper conduits identified on Schedule A to... -
Page 262
... the date hereof and, after giving effect to the amendments set forth herein as of the Effective Date: Section 2.1. Authority. The SPV and Arrow each has the requisite corporate power, authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under... -
Page 263
...Funding Agent upon giving affect to this Amendment shall have received for the benefit of itself and its Investors payment... other Transaction Document to "the Transfer and Administration Agreement", "thereunder", ...executed counterpart of a signature page to this Amendment by telefacsimile, electronic... -
Page 264
IN CONNECTION WITH THIS AMENDMENT OR ANY OTHER TRANSACTION DOCUMENT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -
Page 265
... be executed by their respective officers thereunto duly authorized, as of the date first above written. Arrow Electronics Funding Corporation , as SPV By: /s/ Michael M. Casale Name: Michael M. Casale Title: Vice President - Taxation Arrow Electronics, Inc. , individually and as Master Servicer... -
Page 266
Bank of America, National Association, as a Funding Agent, as Administrative Agent, and as an Alternate Investor By: /s/ Robert R. Wood Name: Robert R. Wood Title: Director Signature Page to Amendment No. 21 to Arrow Electronics Transfer and Administration Agreement -
Page 267
...: /s/ Jill A. Russo Name: Jill A. Russo Title: Vice President The Bank of Nova Scotia, as a Funding Agent and as an Alternate Investor By: /s/ Diane Emanuel Name: Diane Emanuel Title: Managing Director Signature Page to Amendment No. 21 to Arrow Electronics Transfer and Administration Agreement -
Page 268
... a Funding Agent By: /s/ Aditya Reddy Name: Aditya Reddy Title: Managing Director The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as an Alternate Investor By: /s/ Kenneth Egusa Name: Kenneth Egusa Title: Vice President Signature Page to Amendment No. 21 to Arrow Electronics Transfer and... -
Page 269
Wells Fargo, N.A., as a Funding Agent and as an Alternate Investor By: /s/ William P. Rutkowski Name: William P. Rutkowski Title: Vice President Signature Page to Amendment No. 21 to Arrow Electronics Transfer and Administration Agreement -
Page 270
... Title: Vice President HSBC Securities (USA) Inc. , as Funding Agent By: /s/ Thomas Carroll Name: Thomas Carroll Title: Director HSBC Bank plc , as Alternate Investor By: /s/ Paul Randall Name: Paul Randall Title: Manager Signature Page to Amendment No. 21 to Arrow Electronics Transfer and... -
Page 271
... Nochiide Name: Shinichi Nochiide Title: Attorney In Fact Mizuho Corporate Bank, Ltd., as Funding Agent and Alternate Investor By: /s/ Raymond Ventura Name: Raymond Ventura Title: Deputy General Manager Signature Page to Amendment No. 21 to Arrow Electronics Transfer and Administration Agreement -
Page 272
... Amendment No. 21 to Transfer and Administration Agreement dated as of March 30, 2012 (as so amended and in effect, the "TAA"), by and among Arrow Electronics Funding Corporation, a Delaware corporation (the " SPV"), Arrow Electronics, Inc., a New York corporation, individually (" Arrow") and as the... -
Page 273
... the date hereof and, after giving effect to the amendments set forth herein as of the Effective Date: Section 2.1. Authority. The SPV and Arrow each has the requisite corporate power, authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under... -
Page 274
... shall have received counterparts of this Amendment, duly executed by each of the parties hereto. SECTION 4. Fees and Expenses . Each Funding Agent upon giving affect to this Amendment shall have received for the benefit of itself and its Investors payment in full of such fees and reimbursement of... -
Page 275
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN ... -
Page 276
... to be executed by their respective officers thereunto duly authorized, as of the date first above written. Arrow Electronics Tunding Corporation , as SPV By: /s/ Terry Rasmussen Name: Terry Rasmussen Title: Asst. Treasurer Arrow Electronics, Inc. , individually and as Master Servicer By... -
Page 277
Bank of America, National Association, as a Funding Agent, as Administrative Agent, and as an Alternate Investor By: /s/ Brendan Feeney Name: Brendan Feeney Title: Vice President Signature Page to Amendment No. 22 to Arrow Electronics Transfer and Administration Agreement -
Page 278
...By: /s/ Jill A. Russo Name: Jill A. Russo Title: Vice President The Bank of Nova Scotia, as a Funding Agent and as an Alternate Investor By: /s/ Christopher Usas Name: Christopher Usas Title: Director Signature Page to Amendment No. 22 to Arrow Electronics Transfer and Administration Agreement -
Page 279
Gotham Tunding Corporation, as a Conduit Investor By: /s/ David V. DeAngelis Name: David V. DeAngelis Title: Vice President The Bank of TokyowMitsubishi UTJ, Ltd., New York Branch, as a Funding Agent By: /s/ Richard Gregory Hurst Name: Richard Gregory Hurst Title: Director The Bank of ... -
Page 280
Wells Targo Bank, N.A., as a Funding Agent and as an Alternate Investor By: /s/ William P. Rutkowski Name: William P. Rutkowski Title: Vice President Signature Page to Amendment No. 22 to Arrow Electronics Transfer and Administration Agreement -
Page 281
...President HSBC Securities (USA) Inc. , as Funding Agent By: /s/ Richard A. Burke Name: Richard A. Burke Title: Managing Director HSBC Bank plc , as Alternate Investor By: /s/ David McCan Name: David McCan Title: Associate Director Signature Page to Amendment No. 22 to Arrow Electronics Transfer... -
Page 282
... Nochiide Name: Shinichi Nochiide Title: Attorney In Fact Mizuho Corporate Bank, Ltd., as Funding Agent and Alternate Investor By: /s/ Bertram H. Tang Name: Bertram H. Tang Title: Authorized Signatory Signature Page to Amendment No. 22 to Arrow Electronics Transfer and Administration Agreement -
Page 283
... 10(p) Settlement Agreement between 1. Arrow Electronics Inc. , 50 Marcus Drive, Melville, New York, USA (" Arrow") - on one side - and 2. E.ON SE, E.ON Platz 1, 40476 Düsseldorf, Germany (" E.ON"), and 3. VEBA Electronics LLC , 2751 Centerville Road, Suite 231, 19808 Wilmington, DE, USA... -
Page 284
... 2000 Arrow purchased the VEBA electronic distribution group from VEBA, VEBA Electronics GmbH, EBV Verwaltungs GmbH i.L., Viterra Grundstücke Verwaltungs GmbH, VEBA Electronics Beteiligungs GmbH, VEBA Electronics (UK) Plc and Raab Karcher Electronics Systems Plc (jointly " Sellers") (the sale and... -
Page 285
... or other environmental conditions or any consequences resulting therefrom actually or allegedly stemming from any activities, acts or omissions conducted on or related to the properties located in Norco, California, 1841 Hillside Avenue, Huntsville, Alabama, 7800 Governors Drive West and El... -
Page 286
... Defendants acquire knowledge of the basis for the claim for indemnification. (3) Arrow shall assume and control the defense of any kndemnifiable Claim which includes the right to select and instruct counsel, and promptly apprise the Defendants of all material events and developments. Any legal... -
Page 287
... one week after service of VEBA's withdrawal brief. Section 6 Costs (1) (2) Arrow shall bear the court costs of the Law Suit. Any refunds of advanced costs shall be for the benefit of Arrow. Each Party shall bear its own out-of-court costs and expenditures, including all legal fees and expenses... -
Page 288
... in writing, fully executed by the Parties hereto; to any subsidiary, affiliate or parent company of the Parties; (e) (f) as required by each Party to satisfy any disclosure or reporting obligations, including but not limited to issuing a press release or making any regulatory filings or (g) by... -
Page 289
... laws rules. The place of performance and jurisdiction is exclusively... executed this Settlement Agreement in reliance upon any representation, inducement, promise, agreement, warranty,...nature to each other. (9) Section Headings. The section and paragraph headings contained in this Agreement are for... -
Page 290
... notices or other communications which any Party desires or is required to give under this Settlement Agreement shall be given in writing by email and overnight mail as follows: Notice to Arrow shall be given to: Gregory T. Heyman, Esq. Arrow Electronics, knc. 50 Marcus Drive Melville, NY 11747... -
Page 291
Frankfurt, 14 December 2012 Place, Date Dusseldorf, 17 December 2012 Place, Date /s/ Uwe Hornung Uwe Hornung for Arrow /s/ Matthias Blaum for E.ON and VEBA -
Page 292
... (NZ) Arrow Components Chile Limitada Arrow Components Mexico S.A. de C.V. Arrow Components Sweden AB Arrow Denmark, ApS Arrow Eastern Europe GmbH Spain Spain United Kingdom China South Africa South Africa Hong Kong Hong Kong Brazil Delaware Germany Japan Malaysia New Zealand Chile Mexico Sweden... -
Page 293
... Limited Arrow Electronics (U.K.), Inc. Arrow Electronics (UK) Ltd. Arrow Electronics ANZ Holdings Pty Ltd. Arrow Electronics Asia (S) Pte Ltd. Arrow Electronics Asia Limited Arrow Electronics Australia Pty, Ltd. Arrow Electronics B.V. Arrow Electronics Canada Ltd. Arrow Electronics China Ltd. Arrow... -
Page 294
... Delaware Delaware Germany Greece Hungary Australia Hungary Hong Kong India Delaware Delaware Italy Japan South Korea Malaysia Mexico Norway Poland New York Russia Italy Slovakia South Africa Taiwan United Kingdom Ukraine New York United Kingdom Turkey United Kingdom Delaware Spain Finland... -
Page 295
...India France Netherlands Sweden California Netherlands Portugal Argentina South Africa California Singapore Argentina South Korea France Belgium Czech Republic France Germany Netherlands Netherlands United Kingdom Hong Kong Denmark Elko C.E., S.A. Erf 211 Hughes (Pty) Limited Eshel Technology Group... -
Page 296
...Power and Signal Group GmbH Razor Electronics Asia PTE LTD Richardson RFPD (Malaysia) Sdn Bhd Richardson RFPD (Thailand) Limited Richardson RFPD Australia Pty. Ltd. Richardson RFPD Canada, Inc. Norway South Korea Argentina Hong Kong Malaysia Philippines Singapore China Thailand BVI Delaware United... -
Page 297
...Technology Corp. Universe Electron Corporation Verwaltungsgesellschaft Arrow Electronics GmbH Wyle Electronics Caribbean Corp. Wyle Electronics de Mexico S de R.L. de C.V. China France Germany Hong Kong Israel Italy Japan South Korea Netherlands Brazil Singapore Spain Sweden Taiwan United Kingdom... -
Page 298
... financial statements and schedule of Arrow Electronics, Inc., and the effectiveness of internal control over financial reporting of Arrow Electronics, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2012. /s/ ERNST & YOUNG LLE New York, New York February 7, 2013 -
Page 299
...information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 7, 2013 By: /s/ Michael J. Long Michael J. Long Chairman, President, and Chief Executive... -
Page 300
... financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b) Date: February 7, 2013 By: /s/ Paul J. Reilly Paul J. Reilly Executive Vice President, Finance... -
Page 301
... ("Section 906") In connection with the Annual Report on Form 10-K of Arrow Electronics, Inc. (the "company") for the year ended December 31, 2012 (the "Report"), I, Michael J. Long, Chairman, President, and Chief Executive Officer of the company, certify, pursuant to the requirements of Section... -
Page 302
...The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company. Date: February 7, 2013 By: /s/ Paul J. Reilly Paul J. Reilly Executive Vice President, Finance and Operations, and Chief Financial Officer A signed... -
Page 303