<PAGE> 1
As filed with the Securities and Exchange Commission on February 5, 1998.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------------
ARROW ELECTRONICS, INC.
(Exact name of issuer as specified in its charter)
New York 11-1806155
(State of Incorporation) (I.R.S. Employer
Identification No.)
25 Hub Drive
Melville, New York 11747
(516) 391-1300
(Address and telephone number of principal executive offices)
ARROW ELECTRONICS, INC.
STOCK OPTION PLAN
and
ARROW ELECTRONICS, INC.
RESTRICTED STOCK PLAN
and
ARROW ELECTRONICS, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
and
ARROW ELECTRONICS, INC.
NON-EMPLOYEE DIRECTORS DEFERRAL PLAN
Robert E. Klatell, Esq.
Executive Vice President
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York 11747
(516) 391-1300
(Name, address and telephone number of agent for service)
Copies to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
Attention: Howard S. Kelberg, Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of Securities to be Registered Amount to Proposed Proposed Amount of
be Maximum Maximum Registration
Registered Offering Aggregate Fee(1)
Price Per Offering
Share(1) Price(1)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share. 11,500,000 $32.56630 $374,512,450 $110,481.17
=======================================================================================================================
</TABLE>
(1) Of the 11,500,000 shares available under the Plans, as the date hereof,
options with respect to an aggregate of 1,160,469 shares have been issued
and 10,339,531 shares remain available for the grant of future awards. The
proposed maximum offering price listed above has been determined pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, and
represents the sum of (i) the aggregate exercise price of all options
granted to date under the Plans plus (ii) the product of the remaining
shares available under the Plans multiplied by a per share price of
$33.125, the average price of Arrow Electronics, Inc. Common Stock on the
New York Stock Exchange on February 3, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Arrow Electronics, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
applicable, are incorporated by reference herein and shall be deemed to be a
part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997.
3. The description of the Company's Capital Stock contained in the
registration statement filed with the Commission under the 1934 Act,
including any amendment or report filed for the purpose of updating such
description.
4. The description of the Company's Rights contained in the
Company's registration statement filed under the 1934 Act, including any
amendment or report filed for the purpose of updating such description.
All documents, filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock being registered hereunder has been registered pursuant
to Section 12 of the Exchange Act and a description of the Common Stock is
contained in the Exchange Act registration statement which has been filed with
the Commission.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 of the Company's Certificate of Incorporation permits the
indemnification of officers and directors under certain circumstances to the
full extent that such indemnification may be permitted by law.
Such rights of indemnification are in addition to, and not in limitation
of, any rights to indemnification to which any officer or director of the
Company is entitled under the Business Corporation Law of the State of New York
(Sections 721 through 726), which provides for indemnification by a corporation
of its officers and directors under certain circumstances as stated in the
Business Corporation Law and subject to specified limitations set forth in the
Business Corporation Law.
The Company also maintains directors' and officers' liability insurance
coverage which insures directors and officers of the Company against certain
losses arising from claims made, and for which the Company has not provided
reimbursement, by reason of their being directors and officers of the Company or
its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page 6.
ITEM 9. UNDERTAKINGS.
(1) The Company hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13(a) or Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the issuer's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act of (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering hereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the above-mentioned provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and the State of New York, on February 2,
1998.
ARROW ELECTRONICS, INC.
By: /s/ Robert E. Klatell
-----------------------------
Robert E. Klatell
Executive Vice President
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and
appoints Stephen P. Kaufman, Robert E. Klatell, and John C. Waddell and each of
them acting singly, as his or her true and lawful attorney-in-fact and agent,
with full and several power of substitution and resubstitution, to sign for him
or her and in his or her name, place and stead in any and all capacities
indicated below, the registration statement on Form S-8 filed herewith and any
and all pre-effective and post-effective amendments and supplements to the said
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he or she might or could do in person hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Daniel W. Duval Director February 2, 1998
- ---------------------------
Daniel W. Duval
/s/ Carlo Giersch Director February 2, 1998
- ---------------------------
Carlo Giersch
/s/ Stephen P. Kaufman Chairman and Chief February 2, 1998
- --------------------------- Executive Officer
Stephen P. Kaufman (Principal Executive
Officer)
Director
- ---------------------------
Roger King
/s/ Robert E. Klatell Director February 2, 1998
- ---------------------------
Robert E. Klatell
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gerald Luterman Chief Financial February 2, 1998
- --------------------------- Officer
Gerald Luterman (Principal Financial
Officer)
/s/ Karen Gordon Mills Director February 2, 1998
- ---------------------------
Karen Gordon Mills
/s/ Paul J. Reilly Controller February 2, 1998
- --------------------------- (Principal Accounting
Paul J. Reilly Officer)
/s/ Richard S. Rosenbloom Director February 2, 1998
- ---------------------------
Richard S. Rosenbloom
/s/ Robert S.Throop Director February 2, 1998
- ---------------------------
Robert S. Throop
/s/ John C. Waddell Director February 2, 1998
- ---------------------------
John C. Waddell
/s/ John N. Hanson Director February 2, 1998
- ---------------------------
John N. Hanson
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4(a) Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994,
Commission File No. 1-4482).
4(b) By-laws of the Company, as amended (incorporated by reference
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1986, Commission File No.
1-4482).
5 Opinion of Winthrop, Stimson, Putnam & Roberts as to the
legality of the Company's Common Stock.
23(a) Consent of Winthrop, Stimson, Putnam & Roberts (included in
the Opinion filed as Exhibit 5 hereto).
23(b) Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (set forth on the signature page hereof).
99(a) Arrow Electronics, Inc. Stock Option Plan.
99(b) Arrow Electronics, Inc. Restricted Stock Plan.
99(c) Arrow Electronics, Inc. Non-Employee Directors Stock Option
Plan.
99(d) Arrow Electronics, Inc. Non-Employee Directors Deferral
Plan.
</TABLE>
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Exhibits 5 and 23(a)
[LETTERHEAD]
February 2, 1998
Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747
Re: Registration Statement on Form S-8 of Arrow Electronics,
Inc. Relating to the Issuance Shares of Common Stock
Pursuant to the Arrow Electronics, Inc. Stock Option Plan,
the Arrow Electronics, Inc. Restricted Stock Plan, the
Arrow Electronics, Inc. Non-Employee Directors Stock Option
Plan, and the Arrow Electronics, Inc. Non-Employee
Directors Deferral Plan
Ladies and Gentlemen:
We have acted as counsel to Arrow Electronics, Inc., a New York
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Act") relating to the offering of up
to 11,500,000 shares of the Company's Common Stock, par value $1.00 per share
(the "Shares"), to be issued pursuant to the provisions of the Arrow
Electronics, Inc. Stock Option Plan, the Arrow Electronics, Inc. Restricted
Stock Plan, the Arrow Electronics, Inc. Non-Employee Directors Stock Option
Plan, and the Arrow Electronics, Inc. Non-Employee Directors Deferral Plan (the
"Plans"). We have examined such records, documents, statutes and decisions as we
have deemed relevant in rendering this opinion.
We are of the opinion that when:
(a) the applicable provisions of the Act and of State securities or
blue sky laws shall have been complied with; and
(b) the Company's Board of Directors shall have duly authorized the
issuance of such Shares, and
(c) the Shares shall have been duly issued and paid for in an amount
not less than par value of $1.00 per share,
the Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
Winthrop, Stimson, Putnam & Roberts
8
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Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to various stock option, restricted stock and non-employee
director stock option and deferral plans of Arrow Electronics, Inc. of our
report dated February 17, 1997 with respect to the consolidated financial
statements and schedule of Arrow Electronics, Inc. included in the Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young, LLP
New York, NY
January 28, 1998
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Exhibit 99(a)
ARROW ELECTRONICS, INC.
STOCK OPTION PLAN
(as amended and restated effective as of May 15, 1997)
ARTICLE 1
Establishment and Purpose
1.1 Establishment. Arrow Electronics, Inc., a New York corporation (the
"Company"), hereby amends and restates its stock option plan for certain
employees as described herein which shall be known as the ARROW ELECTRONICS,
INC. STOCK OPTION PLAN, as amended and restated (the "Plan"). The Plan is
intended to grant options which qualify as incentive stock options satisfying
the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended, and to grant nonqualified stock options which are not intended to so
qualify under said Section 422.
1.2 Purpose. The purpose of the Plan is to secure for the Company and its
shareholders the benefits of the incentive inherent in the ownership of the
Company's common stock by the key employees of the Company and its Subsidiaries
who are largely responsible for the Company's future growth and financial
success.
ARTICLE 2
Definitions
For purposes of the Plan, the following terms shall have the meanings
provided herein:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
2.3 "Committee" means the committee provided in Section 3.1 consisting of
two or more Outside Directors of the Board.
2.4 "Disability" means total and permanent disability as determined by the
Committee.
2.5 "Fair Market Value" means the closing price of a Share reported on the
Consolidated Tape (as such price is reported in the Wall Street Journal.)
2.6 "Incentive Option" means an option granted under the Plan to purchase
Shares and which is intended to qualify as an incentive stock option under
Section 422 of the Code.
2.7 "Nonqualified Option" means an option granted under the Plan to
purchase Shares and which is not intended to qualify as an Incentive Option.
2.8 "Option" means, collectively, Incentive Options and Nonqualified
Options.
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2.9 "Outside Director" means a director who qualifies as both an Outside
Director within the meaning of Section 162(m) of the Code and a Non-Employee
Director within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended.
2.10 "Shares" means shares of the Company's common stock, par value $1 per
share.
2.11 "Subsidiary" means any corporation which qualifies as a "subsidiary
corporation" of the Company under Section 424(f) of the Code or, if applicable,
as a "parent corporation" of the Company under Section 424(e) of the Code.
ARTICLE 3
Administration
3.1 Administration. The Plan shall be administered by the Board. The Board
may appoint a committee consisting of two or more directors to administer the
Plan and may, to the full extent permitted by law, authorize and empower such
Committee to do any and all things which the Board is authorized and empowered
to do with respect to the Plan. All subsequent references herein to the
Committee shall be deemed to refer to the Board if at the time there is no
Committee serving.
3.2 Powers of the Committee. The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include exclusive
authority (within the limitations described herein) to select the employees to
be granted Options, to determine the number of Shares subject to, and the terms
of, the Options to be granted to each employee selected, to determine the time
when Options will be granted and the period during which Options will be
exercisable, and to prescribe the form of the instruments, if any, embodying
Options. The Committee shall be authorized to interpret the Plan and the Options
granted under the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations which it
believes necessary or advisable for the administration of the Plan. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Option in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision of
the Committee in the administration of the Plan, as described herein, shall be
final and conclusive. The Committee may act only by a majority of its members in
office, except that the members thereof may authorize any one or more of their
number or any officer of the Company to execute and deliver documents on behalf
of the Committee. Notwithstanding anything to the contrary in the Plan, neither
the Board nor the Committee shall have any authority to take any action under
the Plan where such action would affect the Company's ability to account for any
business combination as a "pooling of interests."
ARTICLE 4
Eligibility and Participation
Options may be granted only to key employees of the Company and its
Subsidiaries. Any key employee of the Company or of a subsidiary shall be
eligible to receive one or more Incentive Options, provided at the time such
Incentive Option is granted, he does not own stock (including stock the
ownership of which is attributed to him pursuant to Section 424(d) of the Code)
possessing more than 10 percent of the total voting power of all classes of
stock of the Company or a Subsidiary.
ARTICLE 5
Shares Subject to Plan
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5.1 Amount of Stock. There may be issued under the Plan an aggregate of
not more than 10,500,000 Shares, subject to adjustment as provided in Section
5.2. Shares issued pursuant to the Plan may be either authorized but unissued
Shares or reacquired Shares, or both. In the event that Options shall terminate
or expire without being exercised in whole or in part, new Options may be
granted covering the Shares not purchased under such lapsed Options. No
individual optionee may receive in any calendar year Options with respect to
more than 10% of the aggregate number of Shares that may be issued pursuant to
the Plan.
5.2 Dilution and Other Adjustments. In the event of any change in the
outstanding Shares by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event, if the Committee shall determine, in its sole
discretion, that such change equitably requires an adjustment in the number or
kind of shares that may be issued under the Plan, in the number or kind of
shares which are subject to outstanding Options, or in the purchase price per
share relating thereto, such adjustment shall be made by the Committee and shall
be conclusive and binding for all purposes of the Plan.
ARTICLE 6
Terms and Conditions of Options
6.1 Terms of Options. An Option granted under the Plan shall be in such
form as the Committee may from time to time approve. Each Option shall be
subject to the terms and conditions provided in this Article 6 and shall contain
such additional terms and conditions as the Committee may deem desirable, but in
no event shall such terms and conditions be inconsistent with the Plan. In
addition, the terms and conditions of Incentive Options shall in all cases be
consistent with the provisions of the Code applicable to "incentive stock
options" as described in Section 422 of the Code.
6.2 Option Price. The purchase price per Share under an Option will be
determined by the Committee in its discretion, provided, however, that the
purchase price per Share under an Option may not be less than the Fair Market
Value of a Share at the date the Option is granted.
6.3 Option Period. The period during which an Option may be exercised
shall be fixed by the Committee, but no Incentive Option shall be exercisable
after the expiration of ten years from the date such Incentive Option is granted
and no Nonqualified Option shall be exercisable after the expiration of ten
years and one day from the date such Nonqualified Option is granted.
6.4 Consideration. As consideration for the grant of an Option, the
optionee shall state his present intention to remain continuously in the employ
of the Company or a Subsidiary for at least one year from the date the Option is
granted. No Option shall be exercisable until after the expiration of such
one-year period. Except as provided in Section 6.7, the holder of an Option must
be in the employ of the Company or a Subsidiary at the time the Option is
exercised. An optionee shall be deemed to be in the employ of the Company or a
Subsidiary during any period of military, sick leave or other leave of absence
meeting the requirements of Section 1.421-7(h)(2) of the Federal Income Tax
Regulations, or similar or successor section.
6.5 Exercise of Option. An Option may be exercised in whole or in part
from time to time during the option period (or, if determined by the Committee,
in specified installments during the option period) by giving written notice of
exercise to the Secretary of the Company specifying the number of Shares to be
purchased. Notice of exercise of Option must be accompanied by payment in full
of the purchase price either by cash or check or in Shares owned by the
optionee, having a Fair Market exercise equal to such purchase price, or in a
combination of the foregoing. In its sole discretion, the Committee may permit
an optionee to pay the exercise price of an Option, in whole or in part, by
instructing the Company to withhold up to that number of Shares otherwise
deliverable to the optionee with a Fair Market Value at the date of
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<PAGE> 4
exercise equal to the applicable exercise price. No Shares shall be issued in
connection with the exercise of an Option until full payment therefor has been
made. An optionee shall have the rights of a shareholder only with respect to
Shares for which certificates have been issued to him.
6.6 Nontransferability of Options. No Option granted under the Plan shall
be transferable by the optionee otherwise than by will or by the laws of descent
and distribution and such Option shall be exercisable, during his lifetime, only
by him.
6.7 Retirement, Death or Disability of an Optionee.
(a) If an Option is exercisable in specified installments as provided in
Section 6.5 and if the optionee's employment with the Company and its
Subsidiaries terminates by reason of his death, Disability or retirement under a
retirement plan of the Company or a Subsidiary at or after his normal retirement
date or, with the consent of the Committee, at an early retirement date, his
Option shall be exercisable in full, and any restrictions imposed upon exercise
of the Option by reason of the installment requirements shall be of no further
force and effect.
(b) If an optionee's employment with the Company or a Subsidiary
terminates by reason of his Disability, he may exercise his Option during the
period ending on the earlier of the date one year from such termination of
employment or expiration of the option period provided in the Option pursuant to
Section 6.3.
(c) In the event of the death of an optionee while in the employ of the
Company or a Subsidiary, or within the one-year period following his termination
of employment by reason of Disability, or within the three-month period
following his retirement in accordance with subparagraph (d), the Option granted
to him shall be exercisable by the executors, administrators, legatees or
distributees of his estate, as the case may be. In such case, the Option shall
be exercisable to the extent provided in the Option agreement, but in no event
shall such agreement provide that the number of shares remaining subject to the
Option be less than the number of Shares purchasable by the employee on the date
of his death nor more than the total number of Shares remaining under the
Option. The period during which such Option may be exercised shall end on the
earlier of the date one year from the optionee's death or expiration of the
option period provided in the Option pursuant to Section 6.3. In the event an
Option is exercised by the executors, administrators, legatees or distributees
of the estate of a deceased optionee, the Company shall be under no obligation
to issue Shares thereunder unless and until the Company is satisfied that the
person or persons exercising the Option are the duly appointed legal
representatives of the deceased optionee's estate or the proper legatees or
distributees thereof.
(d) If an optionee's employment with the Company and its Subsidiaries
terminates by reason of his retirement under a retirement plan of the Company or
a Subsidiary at or after his normal retirement date or, with the consent of the
Committee, at an early retirement date, he may exercise his Option during the
period ending on the earlier of the date three months from such termination of
employment or expiration of the option period provided in the Option pursuant to
Section 6.3.
6.8 Annual Limitation for Incentive Options. The maximum aggregate fair
market value of the shares of stock of the Company or a Subsidiary (determined
as of the date of grant of the Incentive Option) for which Incentive Options are
exercisable for the first time by an employee during any calendar year (under
the Plan and all other incentive stock option plans of the Company and its
Subsidiaries) shall not exceed $100,000 as, and to the extent, required by
Section 422(d) of the Code.
6.9 Right of First Refusal. Shares acquired under the Plan by an optionee
may not be sold or otherwise disposed of in any way (including a transfer by
gift or by reason of the death of the optionee) until the optionee (or his legal
representative, legatee or distributee of his estate) first offers to sell the
Shares to the Company as herein provided. The price per share at which the
Shares shall be offered to the Company shall be the closing price per Share
reported on the Consolidated Tape (as such price is reported in The Wall Street
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<PAGE> 5
Journal) on the date the optionee's offer is received by the Secretary of the
Company. If the Company fails to accept the offer to purchase such Shares within
seven days after such date, the Shares shall thereafter be free of all
restrictions under the Plan.
6.10 Withholding. No Option may be exercised, unless the optionee has
paid, or has made provision satisfactory to the Committee for payment of,
federal, state and local income taxes, or any other taxes (other than stock
transfer taxes) which the Company may be obligated to collect as a result of
such issuance. In its sole discretion, the Committee may permit an optionee to
satisfy the obligation imposed by this Section, in whole or in part, by
instructing the Company to withhold up to that number of Shares otherwise
deliverable to the optionee with a Fair Market Value equal to the amount of tax
to be withheld. Any fractional share of Common Stock required to satisfy such
tax obligations shall be disregarded and the amount due shall be paid in cash by
the optionee.
ARTICLE 7
Miscellaneous Provisions
7.1 No Implied Rights. No employee or other person shall have any claim or
right to be granted an Option under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any Subsidiary or affect any right of
the Company or any Subsidiary to terminate any employee's employment.
7.2 Securities Law Compliance. No Shares shall be issued hereunder unless
counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable Federal and State securities laws.
7.3 Ratification of Actions. By accepting any Option or other benefits
under the Plan, each employee and each person claiming under or through him
shall be conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company, the Board or
the Committee.
7.4 Gender. The masculine pronoun means the feminine and the singular
means the plural wherever appropriate.
ARTICLE 8
Amendments or Discontinuance
The Plan may be amended at any time and from time to time by the Board but
no amendment which increases the aggregate number of Shares which may be issued
pursuant to the Plan shall be effective unless and until the same is approved by
the shareholders of the Company. No amendment of the Plan shall adversely affect
any right of any optionee with respect to any Option theretofore granted without
such optionee's written consent.
ARTICLE 9
Termination
The Plan shall terminate upon the earlier of the following dates or events
to occur:
(a) Upon the adoption of a resolution of the Board terminating the
Plan; or
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<PAGE> 6
(b) December 31, 2006.
No termination of the Plan shall alter or impair any of the rights or
obligations of any person, without his consent, under any Option theretofore
granted under the Plan.
ARTICLE 10
Dissolution or Merger
Upon a dissolution or liquidation of the Company, or a sale of
substantially all of the assets of the Company and its Subsidiaries and the
acquiring entity does not substitute new and equivalent options for the
outstanding Options hereunder, or a merger or consolidation in which the Company
is not to be the surviving corporation and the surviving corporation does not
substitute new and equivalent Options for the outstanding Options hereunder,
each optionee shall be given at least ten days prior written notice of the
occurrence of such event, every Option outstanding hereunder shall become fully
exercisable, and each optionee may exercise his Option, in whole or in part,
prior to or simultaneously with such event. Upon the occurrence of any such
event, any Option not exercised pursuant hereto shall terminate.
ARTICLE 11
Shareholder Approval and Adoption
The Plan shall be submitted to the shareholders of the Company for their
approval and adoption and Options hereunder may be granted prior to such
approval and adoption but contingent upon such approval and adoption. The
shareholders of the Company shall be deemed to have approved and adopted the
Plan only if it is approved and adopted at a meeting of the shareholders duly
held by vote taken in the manner required by the laws of the State of New York.
15
<PAGE> 1
Exhibit 99(b)
ARROW ELECTRONICS, INC.
RESTRICTED STOCK PLAN
(as amended and restated effective as of May 15, 1997)
ARTICLE 1
Establishment and Purpose
1.1 Establishment. Arrow Electronics, Inc., a New York corporation
(the "Company"), hereby amends and restates its restricted stock plan for
executives as described herein which shall be known as the ARROW ELECTRONICS,
INC. RESTRICTED STOCK PLAN, as amended and restated (the "Plan").
1.2 Purpose. The Plan is intended to promote the interests of the
Company by providing a method pursuant to which certain key employees of the
Company and its Subsidiaries may become owners of shares of Arrow Electronics,
Inc. common stock, par value $1 per share ("Shares"), under the terms and
conditions of, and in the manner contemplated by, this Plan and thereby
encourage such employees to continue in the employ of the Company or a
Subsidiary.
ARTICLE 2
Administration
2.1 Administration. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). The Board may appoint a committee (the
"Committee") consisting of two or more directors to administer the Plan and may
to the full extent permitted by law, authorize and empower such Committee to do
any and all things which the Board is authorized or empowered to do with respect
to the Plan. If a Committee is appointed, each member of the Committee shall at
all times qualify as a Non-Employee Director within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended. All subsequent references
herein to the Committee shall be deemed to refer to the Board if at the time
there is no Committee serving.
2.2 Powers of the Committee. The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include exclusive
authority (within the limitations described herein) to select the employees to
be granted Awards under the Plan, to determine the size and terms of the Awards
to be made to each employee selected, to determine the time when Awards will be
granted, and to prescribe the form of the instruments, if any, embodying Awards
made under the Plan. The Committee shall be authorized to interpret the Plan and
the Awards granted under the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations which it
believes necessary or advisable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent the
Committee deems desirable to carry it into effect. Any decision of the Committee
in the administration of the Plan, as described herein, shall be final and
conclusive. The Committee may act only by a majority of its members in office,
except that the members thereof may authorize any one or more of their number or
any officer of the Company to execute and deliver documents on behalf of the
Committee.
ARTICLE 3
Eligibility and Participation
3.1 Eligibility. Shares, subject to restrictions as hereafter
specified, may be awarded only to key employees of the Company or a Subsidiary.
3.2 Restricted Stock Awards. The Committee shall determine the
persons to whom Awards of Shares, subject to restrictions as hereafter
specified, will be made, the number of Shares covered by each Award, and the
time or times when Awards will be made. The Committee shall also determine
whether an employee to whom an Award under this Plan is made shall be required
to purchase the Shares subject to the Award from the Company for an amount
determined by the Committee but not in excess of $1 per Share. If payment of
such an amount is required, it shall be paid prior to the issuance of the Shares
to the employee.
ARTICLE 4
Shares Subject to Plan
4.1 Shares Subject to Plan. There may be issued under the Plan an
aggregate of not more than 1,980,000 Shares, subject to adjustment as provided
in Section 4.2. Shares issued pursuant to the Plan may be either authorized but
unissued Shares or reacquired Shares, or both. If any Shares issued under the
Plan shall be reacquired by the Company pursuant to Section 5.2, such Shares may
again be issued under the Plan.
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<PAGE> 2
4.2 Dilution and Other Adjustments. In the event of any change in
the outstanding Shares by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event, if the Committee shall determine, in its
discretion, that such change equitably requires an adjustment in the number or
kind of Shares that may be issued under the Plan pursuant to Section 4.1, in the
number or kind of Shares which have been awarded to any person hereunder, or in
the repurchase option price per share relating thereto such adjustment shall be
made by the Committee and shall be conclusive and binding for all purposes of
the Plan. Such adjustment may include subjecting any additional Shares or other
property received in respect of the Shares issued pursuant to an Award to the
restrictions imposed under the Plan upon such Shares.
ARTICLE 5
Restrictions on Shares
5.1 Transferability. Shares issued pursuant to Section 3.2 may not
be sold, assigned, transferred, pledged, alienated, hypothecated or otherwise
disposed of as long as the Company has the right to reacquire the Shares as
hereinafter provided in this Article 5.
5.2 Termination of Employment. If the Award grantee's employment
with the Company and its Subsidiaries terminates for any reason, except as
specified in Section 5.3 prior to the end of the period specified in Section
5.4,
(a) if the Shares were transferred to the grantee without his
payment of any purchase price therefore, the Award shall be forfeited and
rescinded as to all Shares which are, at the date of such termination of
employment, subject to the restrictions imposed hereunder, and the grantee
shall promptly return such Shares to the Company, or
(b) if the Shares were sold to the grantee pursuant to Section 3.2,
the Company shall have the option, which it may exercise at any time
within 90 days after the grantee's termination of employment, to purchase
such Shares from the grantee at the price per Share at which the Shares
were sold to the grantee.
5.3 Retirement, Death, Total and Permanent Disability. If an Award
grantee's employment with the Company and its Subsidiaries terminates by reason
of his death, Disability or retirement under a retirement plan of the Company or
a Subsidiary at or after his normal retirement age or, with the consent of the
Committee, at an early retirement date, the restrictions imposed upon any Shares
pursuant to Sections 5.1 and 5.2 shall lapse and be of no further force and
effect. The Shares shall thereafter be freely transferable by the grantee or his
estate, subject to the right of first refusal provided for in Section 5.5.
5.4 Lapse of Restrictions. Except as otherwise provided above or as
the Committee may otherwise determine, Shares subject to an Award under the Plan
will become free of the restrictions imposed by Sections 5.1 and 5.2, subject to
the Company's right of first refusal as provided for in Section 5.5, according
to the following schedule:
(a) 25% of the Shares on the first anniversary of the date of the
Award.
(b) 25% of the Shares on the second anniversary thereof,
(c) 25% of the Shares on the third anniversary thereof,
(d) 25% of the Shares on the fourth anniversary thereof.
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<PAGE> 3
5.5 Right of First Refusal. Shares acquired under the Plan by a
grantee may not be sold or otherwise disposed of in any way (including a
transfer by gift or by reason of the death of the grantee) until the grantee (or
his personal representative) first offers to sell the Shares to the Company as
herein provided. The price per Share at which the Shares shall be offered to the
Company shall be the closing price per Share reported on the Consolidated Tape
(as such price is reported in The Wall Street Journal) on the date the grantee's
offer is received by the Secretary of the Company. If the Company fails to
accept the offer to purchase such Shares within seven days after such date, the
Shares shall thereafter be free of all restrictions under this Plan.
5.6 Other Restrictions. The Committee shall impose such other
restrictions on any Shares issued pursuant to the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act of 1933, as
amended, under the rules or regulations of any stock exchange upon which the
Shares or any other class of shares of the Company are then listed, and under
any blue sky or securities laws applicable to such Shares.
5.7 Certificate Legend. In addition to any legend placed on
certificates for Shares pursuant to Section 5.6, each certificate representing
Shares issued pursuant to the Plan shall bear the following legend or such other
legend as may be specified by the Committee:
"The shares represented by this certificate may not be sold, assigned,
transferred, pledged, alienated, hypothecated or otherwise disposed of and
are subject to the restrictions on transfer and forfeiture and resale
obligations set forth in the Restricted Stock Plan of Arrow Electronics,
Inc. (the "Company"), a copy of which is on file with the Secretary of the
Company."
ARTICLE 6
Voting and Dividend Rights
6.1 Voting Rights. Grantees holding Shares issued hereunder shall
have full voting rights on such Shares.
6.2 Dividend Rights. Grantees holding Shares issued hereunder shall
have the right to receive and retain dividends paid thereon, subject to Section
4.2 hereof.
ARTICLE 7
Miscellaneous Provisions
7.1 No Implied Rights. No employee or other person shall have any
claim or right to be granted an Award under the Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any Subsidiary.
7.2 Subsidiary. As used herein, the term "Subsidiary" shall mean any
corporation a majority of the outstanding voting stock of which is owned,
directly or indirectly, by the Company.
7.3 Securities Law Compliance. No Shares shall be issued hereunder
unless counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable Federal and State securities laws.
7.4 Taxes. The employee granted an Award (or his personal
representative) shall pay to the Company any amount requested by it in respect
of any Federal, State or local income or other taxes required by law to be
withheld with respect to the Shares issued to the employee. If the amount
requested is
18
<PAGE> 4
not promptly paid, the Committee may determine that the Shares are forfeited to
the Company pursuant to Section 5.2. In its sole discretion, the Committee may
permit a grantee to satisfy the obligation imposed by this Section, in whole or
in part, by delivering to the Company Shares owned by the grantee, which for
these purposes, shall be valued at the closing price per Share reported on the
Consolidated Tape (as such price is reported in The Wall Street Journal) as of
the last trading date preceding delivery of such Shares to the Company.
7.5 Expenses. The expenses of the Plan shall be borne by the
Company. However, if an Award is made to an employee of a Subsidiary of the
Company, such Subsidiary shall pay to the Company an amount equal to the fair
market value of the Shares, as determined by the Committee, on the date such
Shares are no longer subject to the restrictions imposed by Sections 5.1 and
5.2, minus the amount, if any, received by the Company in respect of the
purchase of such Shares.
7.6 Ratification of Actions. By accepting any Award or other benefit
under the Plan, each employee and each person claiming under or through him
shall be conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company, the Board or
the Committee.
7.7 Gender. The masculine pronoun means the feminine and the
singular means the plural wherever appropriate.
ARTICLE 8
Amendments or Discontinuance
The Plan may be amended at any time and from time to time by the
Board but no amendment which increases the aggregate number of Shares which may
be issued pursuant to the Plan shall be effective unless and until the same is
approved by the shareholders of the Company. No amendment of the Plan shall
adversely affect any right of any grantee with respect to any Award theretofore
granted without such grantee's written consent.
ARTICLE 9
Termination
This Plan shall terminate upon the earlier of the following dates or
events to occur:
(a) upon the adoption of a resolution of the Board terminating the
Plan; or
(b) December 31, 2006.
No termination of the Plan shall alter or impair any of the rights
or obligations of any person, without his consent, under any Award theretofore
granted under the Plan.
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<PAGE> 1
Exhibit 99(c)
ARROW ELECTRONICS, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
ARTICLE 1
Establishment and Purpose
1.1 Establishment. Arrow Electronics, Inc., a New York corporation
(the "Company"), hereby establishes the ARROW ELECTRONICS, INC. NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN (the "Plan"). The Plan is designed to grant to
non-employee directors of the Company options which are not intended to qualify
as incentive stock options under Section 422 of the Internal Revenue Code of
1986, as amended.
1.2 Purpose. The purpose of the Plan is to secure for the Company
and its shareholders the benefits of the incentive inherent in the ownership of
the Company's common stock by nonemployee directors of the Company and to
thereby promote the Company's future growth and financial success.
ARTICLE 2
Definitions
For purposes of the Plan, the following terms shall have the
meanings provided herein:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Disability" means a disability rendering a director unable to
serve as a member of the Board, as determined by the Board.
2.3 "Change in Control" means a change in control with respect to
the Company of a nature that would be required to be reported (assuming such
event has not been "previously reported") in response to Item 1(a) of the
Current Report on Form 8-K, as in effect on the Effective Date, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); provided that, without limitation, such a change in control
shall be deemed to have occurred at such time as (a) any "person" (as the term
person is used for purposes of Section 13(d) or 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 30% or more of the combined voting power of the
Company's outstanding Shares or other securities ordinarily having the right to
vote at elections of the directors of the Company ("Voting Securities"); or (b)
individuals who constitute the Board as of the Effective Date (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the Effective Date whose
election, or nomination for election by the Company's shareholders was approved
by a vote of at least three quarters of the directors comprising the Incumbent
Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without
objection to such nomination) shall be, for purposes of this clause (b),
considered as though such person were a member of the Incumbent Board.
Notwithstanding anything in the foregoing to the contrary, no Change in Control
shall be deemed to have occurred for purposes of the vesting of any Option if
the transaction that would otherwise constitute the change in control results in
the Optionee to whom such Option was granted acquiring, either alone or together
with a group, directly or indirectly, 30% or more of the combined voting power
of the Company's Voting Securities.
<PAGE> 2
2.4 "Effective Date" shall mean the date immediately following
approval of the Plan by the shareholders of the Company as prescribed under
Article 8.
2.5 "Fair Market Value" means the closing price of a Share reported
on the Consolidated Tape (as such price is reported in the Wall Street Journal.)
2.6 "Non-Employee Director" means a member of the Board who is not
an employee of the Company or any subsidiary of the Company.
2.7 "Option" means an option granted under the Plan to purchase
Shares.
2.8 "Optionee" means any person granted an Option under the Plan.
2.9 "Qualifying Termination" means a cessation of an Optionee's
service on the Board for any reason (or no reason) within twenty-four (24)
months following a Change in Control.
2.10 "Retirement" means retirement of an Optionee from the Board
after attainment of the mandatory retirement age under the Company's director
retirement policy as in effect from time to time.
2.11 "Shares" means shares of the Company's common stock, par value
$1 per share.
ARTICLE 3
Option Terms
3.1 Option Grants. The following Options shall be granted under
the Plan:
(a) Each Non-Employee Director serving on the Board as of the
Effective Date of the Plan shall receive an Option to purchase 7,500 Shares as
of the Effective Date.
(b) Each Non-Employee Director who becomes a member of the Board
after the Effective Date of the Plan shall receive an Option to purchase 7,500
Shares as of the earlier of the date on which he or she is initially elected to
serve on the Board by vote of the Company's stockholders or the date on which he
or she is initially appointed to serve on the Board pursuant to the Company's
bylaws and articles of incorporation as then in effect.
(c) Each Non-Employee Director serving on the Board as of the date
immediately following each annual meeting of the Company's shareholders
occurring after the Effective Date of the Plan shall receive an Option to
purchase 2,000 Shares as of each such date.
(d) A former employee of the Company or a subsidiary of the Company
shall be entitled to receive an Option under subsection 3.1(a), (b), and (c)
provided that he or she qualifies as a Non-Employee Director as of the date that
such Option would be granted under the provisions of such subsection.
3.2 Purchase Price. The purchase price for Shares under each Option
shall be equal to 100% of the Fair Market Value of such Shares on the date of
grant.
3.3 Vesting. Each Option shall become exercisable with respect to
25% of the Shares subject thereto effective as of each of the first, second,
third and fourth anniversaries of the grant date; provided, that the Optionee
continues to serve on the Board as of such dates. Notwithstanding the foregoing,
any and all Options held by an Optionee shall become fully (100%) exercisable in
the event of the Optionee's Retirement, Disability, Qualifying Termination or
death, or upon the earlier occurrence of a Corporate Event, as provided under
Article 7. If an Optionee ceases to serve on the Board for any reason other than
Retirement, Disability, a
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<PAGE> 3
Qualifying Termination or death, that portion of an Option which is not then
vested shall automatically be forfeited.
3.4 Duration. Each Option shall terminate on the date which is the
tenth anniversary of the grant date, unless terminated earlier as follows:
(a) If an Optionee's service on the Board terminates for any reason
other than Cause, Retirement, Disability or death, the Optionee may for a period
of ninety (90) days after such termination exercise any Option to the extent,
and only to the extent, that such Option or portion thereof has become vested
and exercisable in accordance with the terms of the Plan, after which time the
Option shall automatically terminate in full.
(b) If an Optionee's service on the Board terminates for Cause, all
Options granted to the Optionee hereunder shall immediately terminate in full
and no rights thereunder may be exercised.
(c) If an Optionee's service on the Board terminates by reason of
the Optionee's Retirement or Disability, the Optionee may, for a period of one
(1) year after such termination, exercise any Option in part or in full, after
which time the Option shall automatically terminate in full, subject to
paragraph (d) immediately below.
(d) In the event of the death of an Optionee (i) while serving on
the Board, (ii) within the three-month period following the Optionee's
termination of service on the Board for any reason other than Cause, Retirement,
Disability or death or (iii) within the one-year period following the Optionee's
termination of service on the Board by reason of Retirement or Disability, any
Option granted to the Optionee shall be exercisable (to the extent provided
under Section 3.3) by the executors, administrators, legatees or distributees of
the Optionee's estate, as the case may be, for a period of one (1) year after
the Optionee's death. In the event an Option is exercised by the executors,
administrators, legatees or distributees of the estate of a deceased Optionee,
the Company shall be under no obligation to issue Shares thereunder unless and
until the Company is satisfied that the person or persons exercising the Option
are the duly appointed legal representatives of the deceased Optionee's estate
or the proper legatees or distributees thereof.
(e) For purposes of this Section 3.4, an Optionee shall not be
deemed to have terminated service on the Board during any period the Optionee
continues to serve as an honorary or emeritus Board member.
3.5 Amount of Stock. There may be issued under the Plan an aggregate
of not more than 250,000 Shares, subject to adjustment as provided in Section
3.6. Shares issued pursuant to the Plan may either be authorized but unissued
Shares or reacquired Shares, or both. In the event that Options shall terminate
or expire without being exercised in whole or in part, the Shares underlying the
unexercised portion of such Options may be the subject of future Options granted
pursuant to the terms of the Plan.
3.6 Dilution and Other Adjustments. In the event of any change in
the outstanding Shares by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event, if the Board shall determine, in its sole
discretion, that such change equitably requires an adjustment in the number or
kind of shares available under the Plan, the number and kind of shares that may
be the subject of future Options grants under the Plan, the number or kind of
shares which are subject to outstanding Options, the purchase price per share
relating thereto or the repurchase option price per share, such adjustment shall
be made by the Board and shall be conclusive and binding for all purposes of the
Plan.
3.7 Exercise of Options. An Option may be exercised in whole or in
part from time to time during the applicable exercise period by giving written
notice of exercise to the Secretary of the Company specifying the number of
Shares to be purchased. Notice of exercise of an Option must be accompanied by
payment in full of the purchase price either by cash or check or in Shares owned
by the Optionee having a Fair
22
<PAGE> 4
Market Value at the date of exercise equal to such purchase price, or in a
combination of the foregoing. No Shares shall be issued in connection with the
exercise of an Option until full payment therefor has been made. An Optionee
shall have the rights of a shareholder only with respect to Shares for which
certificates have been issued to the Optionee.
3.8 Nontransferability of Options. No Option granted under the Plan
shall be transferable by the Optionee otherwise than by will or by the laws of
descent and distribution and such Option shall be exercisable, during the
Optionee's lifetime, only by the Optionee.
3.9 Right of First Refusal. Shares acquired under the Plan by an
Optionee may not be sold or otherwise disposed of in any way (including a
transfer by gift or by reason of the death of the Optionee) until the Optionee
(or his legal representative, legatee or distributee of his estate) first offers
to sell the Shares to the Company as herein provided. The price per share at
which the Shares shall be offered to the Company shall be the Fair Market Value
on the date the Optionee's offer is received by the Secretary of the Company. If
the Company fails to accept the offer to purchase such Shares within seven (7)
days after such date, the Shares shall thereafter be free of all restrictions
under the Plan.
ARTICLE 4
Administration
The Plan is intended to be self-effectuating and does not require
the exercise of discretion with respect to the granting or terms of any Options.
However, to the extent necessary, the Board shall act as the Plan administrator
for the purpose of resolving any ambiguities, claims or disputes arising with
respect to the Plan or any agreements or Options under the Plan. As such the
Board is authorized to make any rulings and determinations that it deems to be
appropriate and consistent with the terms and intent of the Plan and all such
rulings and determinations shall be final and binding upon all parties for all
purposes. Any member of the Board making a claim or request to the Board with
respect to his or her rights or interests under the Plan shall recuse himself or
herself from the Board's determination with respect to such claim or request.
ARTICLE 5
Miscellaneous Provisions
5.1 No Implied Rights. Neither the Plan nor any action taken
hereunder shall be construed as giving any individual any right to be retained
as a member of the Board.
5.2 Securities Law Compliance. No Shares shall be issued hereunder
unless counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable Federal and State securities laws.
5.3 Ratification of Actions. By accepting any Option or other
benefits under the Plan, each Optionee and each person claiming under or through
the Optionee shall be conclusively deemed to have indicated acceptance and
ratification of, and consent to, any action taken under the Plan by the Company
and the Board.
ARTICLE 6
Amendments or Discontinuance
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<PAGE> 5
The Plan shall continue in effect until December 31, 2001 unless it
is earlier terminated by action of the Board. The Plan may be amended at any
time and from time to time by the Board, except that (other than as provided in
Section 3.6) no such amendment shall increase the aggregate number of Shares
available under the Plan or the number of Shares that may be the subject of the
Option grants prescribed under the Plan unless such amendment is approved by the
shareholders of the Company. No such termination or amendment of the Plan shall
adversely affect any right of any Optionee with respect to any Option
theretofore granted without such Optionee's written consent.
ARTICLE 7
Corporate Event
Upon a dissolution or liquidation of the Company, or a sale of
substantially all of the assets of the Company and its Subsidiaries in which the
acquiring entity does not substitute new and equivalent options for the
outstanding Options hereunder, or a merger or consolidation in which the Company
is not to be the surviving corporation and the surviving corporation does not
substitute new and equivalent Options for the outstanding Options hereunder (a
"Corporate Event"), each Optionee shall be given at least ten days prior written
notice of the occurrence of such event, every Option outstanding hereunder shall
become fully exercisable, and each Optionee may exercise his Option, in whole or
in part, prior to or simultaneously with such event. Upon the occurrence of any
such event, any Option not exercised pursuant hereto shall terminate.
ARTICLE 8
Shareholder Approval and Adoption
The Plan shall be submitted to the shareholders of the Company for
their approval and adoption. The shareholders of the Company shall be deemed to
have approved and adopted the Plan only if it is approved and adopted at a
meeting of the shareholders duly held by vote taken in the manner required by
the laws of the State of New York.
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<PAGE> 1
Exhibit 99(d)
ARROW ELECTRONICS, INC.
NON-EMPLOYEE DIRECTORS DEFERRAL PLAN
ARTICLE 1
Name and Purpose
The name of this Plan is the Arrow Electronics, Inc. Non-Employee
Directors Deferral Plan. Its purpose is to provide for deferral of the payment
of a portion of the annual retainer fees payable to non-employee directors of
the Company.
ARTICLE 2
Effective Date
The Plan is effective as of May 15, 1997 (the "Effective Date").
ARTICLE 3
Covered Directors
Each director who is not an employee of the Company or any
subsidiary of the Company shall be covered under the Plan (each a "Non-Employee
Director").
ARTICLE 4
Deferral
Fifty percent (50%) of each payment comprising any annual retainer
fees payable by the Company to each Non-Employee Director shall automatically be
withheld by the Company and deferred hereunder, except to the extent that the
Non-Employee Director has made an Optional Deferral Election in accordance with
Article 5.
ARTICLE 5
Optional Deferral Elections
A Non-Employee Director may submit a written election to the
Secretary of the Company not to have the deferral provisions of the Plan apply
to his or her retainer fees or to have a deferral of a percentage other than 50%
apply (an "Optional Deferral Election") as follows:
(a) Prior to the Effective Date of the Plan, each Non-Employee
Director may submit an Optional Deferral Election, which may specify that
no portion of the Non-Employee Director's retainer fees will be deferred
under the Plan or that a selected percentage other than 50% of the
Non-Employee Director's retainer fees will be deferred under the Plan.
Such Optional Deferral Election will be effective unless and until it is
revoked in writing.
<PAGE> 2
(b) Each Non-Employee Director initially elected after the Effective Date
of the Plan may submit an Optional Deferral Election prior to his or
her receipt of any portion of any retainer fee, which may specify that
no portion of the Non-Employee Director's retainer fees will be
deferred under the Plan or that a selected percentage other than 50% of
the Non-Employee Director's retainer fees will be deferred under the
Plan. Such Optional Deferral Election will be effective unless and
until it is revoked in writing.
(c) On an ongoing basis, each Non-Employee Director who has not made
a standing Optional Deferral Election may make an Optional Deferral
Election requesting the cessation of deferrals from his or her future
payments of annual retainer fees or specifying that a selected percentage
other than 50% of the Non-Employee Director's retainer fees will be
deferred under the Plan. In addition, any Non-Employee Director who has
previously made a standing Optional Deferral Election may submit a new
Optional Deferral Election, which will supersede the prior Optional
Deferral Election. Any such election will take effect as of the
commencement of the calendar year following the year in which the election
is made and will be honored unless and until it is revoked in writing
prior to the commencement of the calendar year in which such revocation is
to become effective. However, any amounts deferred prior to the effective
date of the new Optional Deferral Election will continue to be deferred
under the Plan.
ARTICLE 6
Maintenance of Deferred Accounts
A record keeping account shall be established and maintained in the
name of each Non-Employee Director. Amounts which are deferred hereunder shall
be converted into units ("Units") based on the Fair Market Value of the
Company's common stock, and such Units (including any fractional Units) shall be
credited to the Non-Employee Director's account. The conversion and crediting of
deferrals shall occur as of the date that such deferred amounts would otherwise
have been payable to the Non-Employee Director. The Fair Market Value per Unit
shall be the closing price of a share of common stock of the Company (a "Share")
reported on the Consolidated Tape (as such price is reported in The Wall Street
Journal) (the "Share Closing Price"). Dividend equivalents earned on the basis
of whole Units previously credited to a Non-Employee Director's account shall be
credited to the Non-Employee Director's account as Units, including fractional
Units, on the date any such dividend has been declared to be payable on Shares.
Units, excluding fractional Units, shall earn dividend equivalents from the date
such Units are credited to a Non-Employee Director's account until the date such
Units are converted into Shares and distributed. Dividend equivalents shall be
computed by multiplying the dividend paid per Share during the period Units are
credited to a Non-Employee Director's account times the number of whole Units so
credited, but Units shall earn such dividend equivalents only as, if and when
dividends are declared and paid on Shares.
ARTICLE 7
Method of Distribution of Deferrals
No distribution of deferrals may be made except as provided in this
Article 7 and Article 14. As of the last business day of the calendar month in
which a Non-Employee Director's service as a director of the Company ceases,
each whole Unit then credited to the Non-Employee Director's deferral account
shall be converted into one Share and any fractional Unit shall be converted
into cash by multiplying such fraction by the Share Closing Price as of such
date. Such Shares and cash shall be
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<PAGE> 3
distributed to the Non-Employee Director, in a single lump sum, as soon as
practicable following such date. At the written request of a Non-Employee
Director, the Board of Directors, in its sole discretion, may accelerate payment
of amounts deferred hereunder, upon a showing of unforeseeable emergency by such
Non-Employee Director. For purposes of this paragraph, "unforeseeable emergency"
is defined as severe financial hardship resulting from extraordinary and
unanticipated circumstances arising as a result of one or more recent events
beyond the control of the Non-Employee Director. In any event, payment may not
be made to the extent such emergency is or may be relieved: (1) through
reimbursement or compensation by insurance or otherwise; (2) by liquidation of
the Non-Employee Director's assets, to the extent the liquidation of such assets
would not, itself, cause severe financial hardship; and (3) by cessation of
deferrals under the Plan. Examples of events that are not considered to be
unforeseeable emergencies include the need to send a Non-Employee Director's
child to college or the desire to purchase a home. Notwithstanding anything to
the contrary, upon a Change in Control or the adoption by the Company of a plan
of dissolution or liquidation of the Company, or approval by shareholders of an
agreement for the sale of substantially all of the assets of the Company and its
subsidiaries or a merger or consolidation in which the Company is not to be the
surviving corporation, the deferral account of each Non-Employee Director shall
be converted and distributed immediately in the manner described above. For
these purposes the term "Change in Control" means a change in control with
respect to the Company of a nature that would be required to be reported
(assuming such event has not been "previously reported") in response to Item
1(a) of the Current Report on Form 8-K, as in effect on the Effective Date,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); provided that, without limitation, such a change
in control shall be deemed to have occurred at such time as (a) any "person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the Exchange
Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 30% or more of the combined voting
power of the Company's outstanding Shares or other securities ordinarily having
the right to vote at elections of the directors of the Company ("Voting
Securities"); or (b) individuals who constitute the Board as of the Effective
Date (the "Incumbent Board") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
Effective Date whose election, or nomination for election by the Company's
shareholders was approved by a vote of at least three quarters of the directors
comprising the Incumbent Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be, for purposes of this
clause (b), considered as though such person were a member of the Incumbent
Board.
ARTICLE 8
Right of First Refusal
Shares distributed under the Plan may not be sold or otherwise
disposed of in any way (including a transfer by gift or by reason of the death
of the grantee) until the Non-Employee Director (or his personal representative)
first offers to sell the Shares to the Company as herein provided. The price per
Share at which the Shares shall be offered to the Company shall be the closing
price per Share reported on the Consolidated Tape (as such price is reported in
The Wall Street Journal) on the date the offer is received by the Secretary of
the Company. If the Company fails to accept the offer to purchase such Shares
within seven days after such date, the Shares shall thereafter be free of all
restrictions under this Plan.
ARTICLE 9
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<PAGE> 4
Shares Subject to the Plan
There may be issued under the Plan an aggregate of not more than
500,000 Shares, subject to adjustment as provided below. Shares issued pursuant
to the Plan may be either authorized but unissued Shares or reacquired Shares,
or both. In the event of any change in the outstanding Shares by reason of any
stock split, stock dividend, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares or other similar event, if the
Board shall determine, in its discretion, that such change equitably requires an
adjustment in the number or kind of Shares that may be issued under the Plan or
in the repurchase option price per share relating thereto such adjustment shall
be made by the Board and shall be conclusive and binding for all purposes of the
Plan.
ARTICLE 10
Unfunded Status of the Plan
A Non-Employee Director shall not have any interest in any amount
credited to his or her account until it is distributed in accordance with the
Plan. Distributions under the Plan shall be made only from the share capital and
the general assets of the Company. All amounts deferred under the Plan shall
remain the sole property of the Company, subject to the claims of its general
creditors and available for its use for whatever purposes are desired. With
respect to amounts deferred, a Non-Employee Director is merely a general
creditor of the Company; and the obligation of the Company hereunder is purely
contractual and shall not be funded or secured in any way.
ARTICLE 11
Non-Alienability and Non-Transferability
The rights of a Non-Employee Director to the payment of deferred
compensation as provided in the Plan shall not be assigned, transferred, pledged
or encumbered or be subject in any manner to alienation or anticipation. A
Non-Employee Director may not borrow against amounts credited to the
Non-Employee Director's account and such amounts shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, change, garnishment, execution or levy of any kind, whether
voluntary or involuntary, prior to distribution in accordance with Article 7.
ARTICLE 12
Statement of Account
Statements will be sent to each Non-Employee Director at the
beginning of each calendar year as to the balance in the Non-Employee Director's
account as of the end of the previous calendar year.
ARTICLE 13
Administration
The Plan is intended to be self-effectuating and does not require
the exercise of discretion by the Company. However, to the extent necessary, the
Board of Directors shall act as the Plan administrator for purposes of resolving
any ambiguities, claims or disputes arising with respect to
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<PAGE> 5
the Plan or any deferrals under the Plan. As such the Board is authorized to
make any rulings and determinations that it deems to be appropriate and
consistent with the terms and intent of the Plan and all such rulings and
determinations shall be final and binding upon all parties for all purposes. Any
member of the Board making a claim or request to the Board with respect to his
or her rights or interests under the Plan shall recuse himself or herself from
the Board's determination with respect to such claim or request. Notwithstanding
anything to the contrary in the Plan, the Board shall not have any authority to
take any action under the Plan where such action would affect the Company's
ability to account for any business combination as a "pooling of interests."
ARTICLE 14
Amendment and Termination
The Plan may, at any time, be amended, modified or terminated by the
Board of Directors. No amendment, modification or termination shall, without the
consent of a Non-Employee Director, adversely affect such Non-Employee
Director's rights with respect to amounts accrued in his or her deferral
account. Notwithstanding the foregoing or anything else to the contrary
contained in the Plan, as a consequence of any such amendment, modification or
termination, the Board may provide in its sole discretion that the account of
any Non-Employee Director may be paid on an accelerated basis without regard to
the tax effect that it may have for the Non-Employee Director or his
beneficiaries or estate.
ARTICLE 15
Notices
All notices to the Company hereunder shall be delivered to the
attention of the Secretary of the Company.
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