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This excerpt taken from the ARW DEF 14A filed Apr 5, 2007. Employment
Agreements
In February 2003, Mr. Mitchell entered into an employment
agreement with Arrow that was amended in March 2005 to extend
the period of Mr. Mitchell’s employment from January
2006 to March 2009, and replace Arrow’s obligation to pay
certain of his expenses (including, but not limited to, expenses
related to club dues, automobile and local transportation, tax
preparation, and financial planning) with a single annual
payment of $100,000. The amendment also provides for liquidated
damages in the event of Mr. Mitchell’s termination
without cause during the term of the agreement. The agreement
provides for a minimum base salary of $750,000 per year.
The agreement also established the terms of
Mr. Mitchell’s participation in the SERP discussed
above under the heading “Supplemental Executive Retirement
Plan”.
Mr. Reilly has an employment agreement with Arrow that has
a twelve-month term which is automatically renewed for an
additional twelve months unless terminated by either party on
not less than twelve months’ notice. The agreement provides
for a minimum base salary of $400,000 per year and a
minimum target incentive (under the short-term incentive
program) of $150,000 per year.
Mr. Fanelli has an employment agreement with Arrow amended
by the parties in May 2006, that provides for:
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Mr. Fanelli’s amended agreement also provides for a
profit sharing bonus plan for Mr. Fanelli, apart from the
company’s regular executive compensation plans, based on
growth in operating income, earnings before interest and taxes,
and return on working capital in Europe, the Middle East, Africa
and South America for the four years beginning in 2004 and
ending in 2007. Mr. Fanelli is entitled to an initial
payment under the profit sharing bonus plan in 2007 and a final
payment in 2008. The total profit sharing payments under the
plan range from a minimum of €836,000 ($1,103,436 at the
2006 year-end exchange rate) to a maximum of
€5,000,000 ($6,599,500 at the 2006 year-end exchange
rate).
Mr. Long has an employment agreement with a twelve-month
term which is automatically renewed on each anniversary date for
an additional twelve months unless terminated by either party on
not less than twelve months’ notice. The employment
agreement provides for a minimum base salary of
$330,000 per year and a minimum target incentive under the
short-term incentive plan of $270,000 per year.
Mr. Kong has an employment agreement with an initial term
that ends in March 31, 2008 and continues thereafter for
twelve month periods, unless terminated by either party on not
less than six months’ notice. The agreement provides for a
minimum base salary of $400,000 per year and a minimum
target incentive under the short-term incentive plan of
$240,000 per year.
Each of the employment agreements with the named executive
officers:
The estimated compensation that each of the named executive
officers would receive under the employment agreements under
various circumstances is set forth in the “Potential
Payouts Upon Termination” table below.
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