Document

Exhibit 10(a)




			
	9201 East Dry Creek Road

	Centennial, CO 80112





			
	GRETCHEN ZECH

	SENIOR VICE PRESIDENT

	CHIEF GOVERNANCE, SUSTAINABILITY,

	AND HUMAN RESOURCES OFFICER





August 11, 2022


Mr. Rajesh K. Agrawal 


			
	Congratulations! On behalf of Arrow Electronics Inc. (the “Company”), I am delighted to extend to you an offer

	of employment for the position of Senior Vice President, Chief Financial Officer, located in our offices in

	Centennial, Colorado and reporting to Sean J. Kerins, President and Chief Executive Officer. We look forward

	to your joining the Company no later than September 6, 2022.







			
	Base Salary

	You will be paid a base salary at an annual rate of $700,000.00, payable in monthly installments in accordance

	with the Company’s standard payroll practices.







			
	Short-Term Incentive

	You will be eligible to receive an annual incentive payment under the Management Incentive Compensation

	Plan, (the “MICP”). The amount of your short-term incentive target is $700,000.00. The actual incentive you

	earn may be higher or lower depending on business results and your individual performance, subject to a cap

	equal to $1,190,000.00 and the terms and conditions of the MICP. For the 2022 plan year your short-term

	incentive target and the cap will not be prorated.





			
	The Compensation Committee of Arrow Electronics’ Board of Directors (the “Compensation Committee”) has

	overall responsibility for evaluating the final results under the MICP and determining the amount of the final

	payout of your award and has the sole discretion to adjust awards, upward or downward, based on its

	evaluation of the quality of results in any year and your individual performance up until the time an award is

	determined and paid. Your MICP award is contingent upon approval by the Compensation Committee and is

	not earned or vested until it is paid.









     Mr. Rajesh K. Agrawal
     August 11, 2022
     Page 2





			
	Short-Term Incentive (continued)

	You must accept your goals in the Company's Workday Human Resources System and be employed by the

	Company in good standing on the date of payment to earn and receive an MICP award. In the event your

	employment with the Company terminates for any reason other than death before the MICP award is paid,

	including due to your voluntary termination, the MICP award will not be earned or vested, and you will have no

	right to receive, and the Company will have no obligation to pay to you, your MICP award. In the event your

	employment relationship with the Company ends as a result of your death, your MICP award will be prorated

	for the time you were actively employed by the Company. Your MICP award, if any, will be paid on or before

	March 15 of the subsequent calendar year.







			
	Employee Benefits

	You will be eligible for the Company’s market-based employee benefits (health, dental, life, short-term

	disability, long-term disability, and 401(k)) as described on Arrow Benefits (http://benefits.arrow.com). For

	most benefits, coverage begins on the first day of the month following one (1) calendar month of active

	service. You have thirty-one (31) days from your date of hire to make your benefit elections. In addition, you

	may participate in additional programs provided to the executive management team (the Supplemental

	Executive Retirement Plan, the Management Insurance Program, and the Executive Health Program). Please

	refer to the applicable plan documents for information about eligibility and coverage.







			
	Long-Term Incentive Program

	Beginning with the 2023 plan year, you may be eligible to participate in the Long-Term Incentive Program (the

	“LTIP”), as determined by the Company from time to time. Although the design and structure of the LTIP may

	change, recent LTIP awards have consisted of annual equity awards made in the form of time-based restricted

	stock units and performance stock units.





			
	Upon acceptance of this offer and your commencing employment with the Company, at an upcoming Board of

	Directors' meeting, we will recommend to the Compensation Committee that you be granted a one-time,

	special grant of restricted stock units with a grant date value of $4,000,000.00 (the “Welcome Aboard Award”).

	If approved by the Compensation Committee and subject to your continued employment with the Company as

	of the applicable vesting dates, the restricted stock units will vest one-fourth on each of the first four (4)

	anniversaries of the grant date.





			
	The LTIP, your eligibility for participation in the LTIP, and all LTIP awards, including annual awards and the

	Welcome Aboard Award, shall be subject to the discretion and approval of the Compensation Committee, the

	terms and conditions of Arrow Electronics’ 2004 Omnibus Incentive Plan, as amended from time to time, and

	any award agreement issued to you in connection with the grant of an LTIP award.









    Mr. Rajesh K. Agrawal
     August 11, 2022
     Page 3





			
	Equity Governance Programs and Company Policy

	As a member of the Company's Executive Committee, you will be required to abide by all applicable Company

	policies, including the Arrow Worldwide Code of Conduct and Business Ethics, the Company's Insider Trading

	Policy, the Company's Trading Window, the Company's Incentive Compensation Clawback Policy (the

	“Clawback Policy”). the Company's Anti-Hedging and Anti-Pledging Policy, and its Executive Stock Ownership

	Guidelines.




			
	The Insider Trading Policy is designed to prevent insider trading or allegations of insider trading, the

	misuse of insider information, and to protect the Company's reputation for integrity and ethical conduct.





			
	As a Designated Individual, you are prohibited from transacting in any Arrow securities except when

	notified by the Senior Vice President, Chief Legal Officer and Secretary that a trading window is open.

	Accordingly, you will be free to buy or sell shares of Arrow common stock once the trading window opens

	and until it closes. Barring unforeseen developments, the trading window will open the day after the

	Company files its 10-Q/10-K and will close fifteen (15) calendar days prior to the last day of the

	then-current quarter (the “Trading Window”).





			
	The Clawback Policy provides for the recoupment of certain employee compensation in the event of

	either (a) an accounting restatement resulting from material noncompliance with financial reporting

	requirements under the federal securities laws or (b) an employee’s involvement in any misconduct.





			
	The Company's Anti-Hedging and Anti-Pledging Policy restricts certain short-term and speculative

	transactions in the Company’s securities.





			
	Arrow Electronics’ Board of Directors adopted an executive equity ownership policy to align the interests

	of its key executives with the interests of shareholders and further promote the Company’s commitment

	to sound corporate governance. Although the Guidelines may be amended from time to time by the

	Compensation Committee, based on the Guidelines effective February 16, 2022, you will be required to

	own an amount of Arrow (ARW) equity whose value equals or exceeds two (2) times the amount of your

	annualized base salary within five (5) years of being subject to the Guidelines. In the event requirements

	have not been met by August 31, 2027, 100% of net shares are to be retained until requirements are

	met. Net shares are those shares that remain after shares are sold or netted to pay withholding taxes.







			
	Contingencies
	This employment offer is contingent upon you having no contractual commitments which are inconsistent with

	your obligations to the Company, successful completion of all aspects of the Company’s pre-employment

	screening process, and your ability to satisfy the requirements of the I‐9 form.









     Mr. Rajesh K. Agrawal
     August 11, 2022
     Page 4





			
	Contingencies (continued)

	By signing this offer agreement and returning one copy of your offer letter to Gretchen Zech, you

	represent and warrant to the Company that you are under no contractual commitments, including any

	applicable non-competition or non-solicitation agreements, which are inconsistent with your obligations

	to the Company. Similarly, you agree not to bring any third party confidential or proprietary information

	to the Company, including that of any former employer, and that in performing your duties for the

	Company you will not utilize any such information.





			
	In accordance with Company policy, the Company’s pre-employment screening process includes a

	satisfactory check of references, the verification of your educational credentials and employment

	history, a review of motor vehicle report history, a review of any criminal conviction history, your

	successful completion of a pre-employment test for the presence of illegal drugs, as well as verification

	that you are fully vaccinated against COVID-19 before your employment commences on September 6, 2022.

	Please understand that this offer may be withdrawn and/or your employment may be terminated in the

	event you fail to successfully complete any of these elements.





			
	The Company utilizes the CLEAR Health Pass App to verify vaccination status, storing limited information

	securely and confidentially in compliance with applicable law. Please complete all required CLEAR steps,

	ensuring you reach the valid green health pass screen.





			
	As required by current United States immigration law, completing the I‐9 form and the I‐9 process

	requires you to provide documents that will establish your identity and legal authorization to work in the

	United States. Acceptable documentation must be provided within three (3) days of your first day of

	employment with the Company.





			
	This letter shall not be construed as a contract of employment for a fixed period of time. Your employment is

	at-will which means that either you or the Company are free to end your employment at any time. Your

	post-employment obligations will be governed by Exhibit B, Form of Executive Restrictive Covenants

	Agreements of the Executive Change In Control Retention Agreement effective October 1, 2022, and

	Exhibit B, Form of Executive Restrictive Covenants Agreements of the Executive Severance Policy effective

	October 1, 2022.





			
	This letter confirms all of the terms of employment and supersedes any prior understandings or agreements,

	whether oral or written, between you and the Company, and may not be amended or modified except by an

	express written agreement signed by the Senior Vice President, Chief Governance, Sustainability, and Human

	Resources Officer.





This employment offer will expire on Wednesday, August 24, 2022.








     Mr. Rajesh K. Agrawal
     August 11, 2022
     Page 5







			
	Raj, we look forward to your joining us, and wish you a successful and rewarding career with Arrow. Feel free

	to call me with any questions you may have.





			
	Best Regards,

	/s/ Gretchen Zech

	Gretchen Zech

	Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer







									
	Accepted and agreed to this day:
		
	

/s/ Rajesh K. Agrawal
		August 11, 2022

	RAJESH K. AGRAWAL
		DATE