Unassociated Document


    


    Exhibit
10(d)(i)

    ANNEX
A

     

    Arrow Electronics,
Inc.

    2004 Omnibus Incentive
Plan

    (as
amended through February 25, 2010)

     

    
      	
              Article 1.

            	
               Establishment,
      Purpose, and Duration

            


    

     

    1.1           Establishment. Arrow
Electronics, Inc., a New York corporation (hereinafter referred to as the
“Company”), establishes an incentive compensation plan to be known as the 2004
Omnibus Incentive Plan (hereinafter referred to as the “Plan”), as set forth in
this document.

     

    The Plan
permits the grant of Cash-Based Awards, Non-Qualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares, Performance Units, Covered Employee Annual Incentive
Awards, and Other Stock-Based Awards.

     

    The Plan
shall become effective upon shareholder approval (the “Effective Date”) and
shall remain in effect as provided in Section 1.3 hereof.

     

    1.2           Purpose of the Plan. The
purpose of the Plan is to promote the interests of the Company and its
shareholders by strengthening the Company’s ability to attract, motivate, and
retain Employees and Directors of the Company upon whose judgment, initiative,
and efforts the financial success and growth of the business of the Company
largely depend, and to provide an additional incentive for such individuals
through stock ownership and other rights that promote and recognize the
financial success and growth of the Company and create value for shareholders.
This Plan is intended to replace all Prior Plans.

     

    1.3           Duration of the Plan. Unless
sooner terminated as provided herein, the Plan shall terminate (i) ten years
from the Effective Date with respect to the Shares initially authorized for
issuance under the Plan (the “Initial Share Authorization”), (ii) with respect
to the 5,000,000 Shares subsequently authorized for issuance under the Plan (the
“Additional Share Authorization”), ten years from the date the Board of
Directors amended the Plan to authorize the Additional Share Authorization, and (iii) with respect to the 8,500,000 Shares
subsequently authorized for issuance under the Plan (the “Second Additional
Share Authorization”), ten years from the date the Board of Directors amended
the Plan to authorize the Second Additional Share Authorization. After
the Plan is terminated, no Awards may be granted but Awards previously granted
shall remain outstanding in accordance with their applicable terms and
conditions and the Plan’s terms and conditions. Notwithstanding the foregoing,
no Incentive Stock Options may be granted (i) with respect to the Initial Share
Authorization, after February 26, 2014, (ii) with respect to the Additional
Share Authorization, more than ten years after the Board’s authorization of the
Additional Share Authorization, and (iii) with
respect to the Second Additional Share Authorization, more than ten years after
the Board’s authorization of the Second Additional Share
Authorization.”

     

    
      	
              Article 2.

            	
               
      Definitions

            


    

     

    Whenever
used in the Plan, the following terms shall have the meanings set forth below,
and when the meaning is intended, the initial letter of the word shall be
capitalized.

     

    
      
        	
                 
      

              	
                2.1

              	
                “Affiliate” shall have the meaning ascribed
      to such term in Rule 12b-2 of the General Rules and Regulations of
      the Exchange Act.

              


      

      


      
        	
                 
      

              	
                2.2

              	
                “Annual Award
      Limit” or “Annual Award Limits” have the meaning set forth in
      Section 4.3.

              


      

      


      
        	
                 
      

              	
                2.3

              	
                “Award” means, individually or
      collectively, a grant under this Plan of Cash-Based Awards, Non-Qualified
      Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted
      Stock Units, Performance Shares, Performance Units, Covered Employee
      Annual Incentive Awards, or Other Stock-Based Awards, in each case subject
      to the terms of this Plan.

              


      

      


      
        	
                 
      

              	
                2.4

              	
                “Award
      Agreement” means
      either (i) a written agreement entered into by the Company and a
      Participant setting forth the terms and provisions applicable to an Award
      granted under this Plan, or (ii) a written statement issued by the
      Company to a Participant describing the terms and provisions of such
      Award.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Exhibit
10(d)(i)

         

      

      
        	
                 
      

              	
                2.5

              	
                “Beneficial
      Owner” or
      “Beneficial
      Ownership” shall
      have the meaning ascribed to such term in Rule 13d-3 of the General
      Rules and Regulations under the Exchange
  Act.

              


      

      


      
        	
                 
      

              	
                2.6

              	
                “Board” or “Board of
      Directors” means the
      Board of Directors of the
Company.

              


      

      


      
        	
                 
      

              	
                2.7

              	
                “Cash-Based
      Award” means an
      Award granted to a Participant as described in
      Article 10.

              


      

      


      
        	
                 
      

              	
                2.8

              	
                “Code” means the U.S. Internal
      Revenue Code of 1986, as amended from time to
  time.

              


      

      


      
        	
              	
                2.9

              	
                “Committee” means the compensation committee
      of the Board or any other committee designated by the Board to administer
      this Plan. The members of the Committee shall be appointed from time to
      time and shall serve at the discretion of the
  Board.

              


      

      


      
        	
                 
      

              	
                2.10

              	
                “Company” means Arrow Electronics, Inc., a
      New York corporation, and any successor thereto as provided in
      Article 21 herein.

              


      

      


      
        	
                 
      

              	
                2.11

              	
                “Covered
      Employee” means a
      Participant: (a) who is a “covered employee,” as defined in Code
      Section 162(m) and the regulations promulgated under Code
      Section 162(m), or any successor statute or (b) who the
      Committee determines could potentially become a covered employee during
      the lifetime of an Award.

              


      

      


      
        	
                 
      

              	
                2.12

              	
                “Covered
      Employee Annual Incentive Award” means an Award granted to a
      Covered Employee as described in
  Article 12.

              


      

      


      
        	
                 
      

              	
                2.13

              	
                “Director” means any individual who is a
      member of the Board of Directors of the
  Company.

              


      

      


      
        	
                 
      

              	
                2.14

              	
                “Disability” means total and permanent
      disability as determined by the
  Committee.

              


      

      


      
        	
                 
      

              	
                2.15

              	
                “Effective
      Date” has the
      meaning set forth in
Section 1.1.

              


      

      


      
        	
                 
      

              	
                2.16

              	
                “Employee” means any employee of the
      Company, its Affiliates, and/or
  Subsidiaries.

              


      

      


      
        	
                 
      

              	
                2.17

              	
                “Exchange
      Act” means the
      Securities Exchange Act of 1934, as amended from time to time, or any
      successor act thereto.

              


      

      


      
        	
                 
      

              	
                2.18

              	
                “Fair Market
      Value” or
      “FMV” means a price that is based on
      the opening, closing, actual, high, low, or average selling prices of a
      Share on the New York Stock Exchange (“NYSE”) or other established stock
      exchange (or exchanges) on the applicable date, the preceding trading
      days, the next succeeding trading day, or an average of trading days, as
      determined by the Committee in its discretion. Such definition(s) of FMV
      shall be determined by the Committee at its discretion. If, however, the
      required accounting standards used to account for equity Awards granted to
      Participants are substantially modified subsequent to the Effective Date
      of the Plan such that fair value accounting for such Awards becomes
      required, the Committee shall have the ability to determine an Award’s FMV
      based on the relevant facts and circumstances. If Shares are not traded on
      an established stock exchange, FMV shall be determined by the Committee
      based on objective criteria.

              


      

      


      
        	
                 
      

              	
                2.19

              	
                “Full Value
      Award” means an
      Award other than in the form of an ISO, NQSO, or SAR, and which is settled
      by the issuance of Shares.

              


      

      


      
        	
                 
      

              	
                2.20

              	
                “Freestanding
      SAR” means a SAR
      that is granted independently of any Options, as described in
      Article 7.

              


      

      


      
        	
                 
      

              	
                2.21

              	
                “Grant
      Price” means the
      price established at the time of grant of a SAR pursuant to
      Article 7, used to determine whether there is any payment due upon
      exercise of the SAR.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit 10(d)(i)

       

      
        	
                 
      

              	
                2.22

              	
                “Incentive
      Stock Option” or
      “ISO” means an Option to purchase
      Shares granted under Article 6 to an Employee and that is designated
      as an Incentive Stock Option and that is intended to meet the requirements
      of Code Section 422, or any successor
    provision.

              


      

      


      
        	
                 
      

              	
                2.23

              	
                “Insider” shall mean an individual who is,
      on the relevant date, an officer, Director, or more than ten percent (10%)
      Beneficial Owner of any class of the Company’s equity securities that is
      registered pursuant to Section 12 of the Exchange Act, as determined
      by the Board in accordance with Section 16 of the Exchange
      Act.

              


      

      


      
        	
                 
      

              	
                2.24

              	
                “Non-Employee
      Director” means a
      Director who is not an
Employee.

              


      

      


      
        	
              	
                2.25

              	
                “Non-Employee
      Director Award”
      means any NQSO, SAR, or Full Value Award granted, whether singly, in
      combination, or in tandem, to a Participant who is a Non-Employee Director
      pursuant to such applicable terms, conditions, and limitations as the
      Board may establish in accordance with this
  Plan.

              


      

      


      
        	
                 
      

              	
                2.26

              	
                “Non-Qualified
      Stock Option” or
      “NQSO” means an Option that is not
      intended to meet the requirements of Code Section 422, or that
      otherwise does not meet such
  requirements.

              


      

      


      
        	
                 
      

              	
                2.27

              	
                “Option” means an Incentive Stock Option
      or a Non-Qualified Stock Option, as described in
      Article 6.

              


      

      


      
        	
                 
      

              	
                2.28

              	
                “Option
      Price” means the
      price at which a Share may be purchased by a Participant pursuant to an
      Option.

              


      

      


      
        	
                 
      

              	
                2.29

              	
                “Other
      Stock-Based Award”
      means an equity-based or equity-related Award not otherwise described by
      the terms of this Plan, granted pursuant to
      Article 10.

              


      

      


      
        	
                 
      

              	
                2.30

              	
                “Participant” means any eligible person as set
      forth in Article 5 to whom an Award is
  granted.

              


      

      


      
        	
                 
      

              	
                2.31

              	
                “Performance-Based
      Compensation” means
      compensation under an Award that satisfies the requirements of
      Section 162(m) of the Code for deductibility of remuneration paid to
      Covered Employees.

              


      

      


      
        	
                 
      

              	
                2.32

              	
                “Performance
      Measures” means
      measures as described in Article 11 on which the performance goals
      are based and which are approved by the Company’s shareholders pursuant to
      this Plan in order to qualify Awards as Performance-Based
      Compensation.

              


      

      


      
        	
                 
      

              	
                2.33

              	
                “Performance
      Period” means the
      period of time during which the performance goals must be met in order to
      determine the degree of payout and/or vesting with respect to an
      Award.

              


      

      


      
        	
                 
      

              	
                2.34

              	
                “Performance
      Share” means an
      Award granted to a Participant, as described in
      Article 9.

              


      

      


      
        	
                 
      

              	
                2.35

              	
                “Performance
      Unit” means an Award
      granted to a Participant, as described in
      Article 9.

              


      

      


      
        	
                 
      

              	
                2.36

              	
                “Period of
      Restriction” means
      the period when Restricted Stock or Restricted Stock Units are subject to
      a substantial risk of forfeiture (based on the passage of time, the
      achievement of performance goals, or upon the occurrence of other events
      as determined by the Committee, in its discretion), as provided in
      Article 8.

              


      

      


      
        	
                 
      

              	
                2.37

              	
                “Person” shall have the meaning ascribed
      to such term in Section 3(a)(9) of the Exchange Act and used in
      Sections 13(d) and 14(d) thereof, including a “group” as defined in
      Section 13(d) thereof.

              


      

      


      
        	
                 
      

              	
                2.38

              	
                “Plan” means the Arrow Electronics,
      Inc. 2004 Omnibus Incentive
Plan.

              


      

      


      
        	
                 
      

              	
                2.39

              	
                “Plan
      Year” means the
      calendar year.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit 10(d)(i)

       

      
        	
                 
      

              	
                2.40

              	
                “Prior
      Plans” means the
      Company’s Arrow Electronics, Inc. Stock Option Plan, as amended and
      restated effective as of February 27, 2002, the Arrow Electronics,
      Inc. Restricted Stock Plan, as amended and restated effective as of
      February 27, 2002, the Arrow Electronics, Inc. 2002 Non-Employee
      Directors Stock Option Plan, and the Non-Employee Directors Deferral
      Plan.

              


      

      


      
        	
                 
      

              	
                2.41

              	
                “Restricted
      Stock” means an
      Award granted to a Participant pursuant to
      Article 8.

              


      

      


      
        	
                 
      

              	
                2.42

              	
                “Restricted
      Stock Unit” means an
      Award granted to a Participant pursuant to Article 8, except no
      Shares are actually awarded to the Participant on the date of
      grant.

              


      

      


      
        	
                 
      

              	
                2.43

              	
                “Share” means a Share of common stock of
      the Company, $1.00 par value per
Share.

              


      

      


      
        	
                 
      

              	
                2.44

              	
                “Stock
      Appreciation Right”
      or “SAR” means an Award, designated as a
      SAR, pursuant to the terms of Article 7
  herein.

              


      

      


      
        	
              	
                2.45

              	
                “Subsidiary” means any corporation or other
      entity, whether domestic or foreign, in which the Company has or obtains,
      directly or indirectly, a proprietary interest of more than fifty percent
      (50%) by reason of stock ownership or
  otherwise.

              


      

      


      
        	
                 
      

              	
                2.46

              	
                “Tandem
      SAR” means a SAR
      that is granted in connection with a related Option pursuant to
      Article 7 herein, the exercise of which shall require forfeiture of
      the right to purchase a Share under the related Option (and when a Share
      is purchased under the Option, the Tandem SAR shall similarly be
      canceled).

              


      

      


      
        	
                 
      

              	
                2.47

              	
                “Third Party
      Service Provider”
      means any consultant, agent, advisor, or independent contractor who
      renders services to the Company, a Subsidiary, or an Affiliate that
      (a) are not in connection with the offer and sale of the Company’s
      securities in a capital raising transaction, and (b) do not directly
      or indirectly promote or maintain a market for the Company’s
      securities.

              


      

    

     

    
      	
              Article 3.

            	
               Administration

            


    

     

    3.1           General. The Committee shall
be responsible for administering the Plan, subject to this Article 3 and
the other provisions of the Plan. The Committee may employ attorneys,
consultants, accountants, agents, and other persons, any of whom may be an
Employee, and the Committee, the Company, and its officers and Directors shall
be entitled to rely upon the advice, opinions, or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee shall be final and binding upon the Participants, the Company, and
all other interested persons. The Committee shall have the authority to bring an
action in the name of the Company in any court of competent jurisdiction to
enforce, define or defend any action or determination under the
Plan.

     

    3.2           Authority of the Committee.
Subject to the terms of the Plan, the Committee shall have full and exclusive
discretionary power to interpret the terms and the intent of the Plan and any
Award Agreement or other agreement or document ancillary to or in connection
with the Plan, to determine eligibility for Awards and to adopt such rules,
regulations, forms, instruments, and guidelines for administering the Plan as
the Committee may deem necessary or proper. Such authority shall include, but
not be limited to, selecting Award recipients, establishing all Award terms and
conditions, including the terms and conditions set forth in Award Agreements,
and, subject to Article 19, adopting modifications and amendments to the
Plan or any Award Agreement, including without limitation, any that are
necessary to comply with the laws of the countries and other jurisdictions in
which the Company, its Affiliates, and/or its Subsidiaries operate.

     

    3.3           Delegation. The Committee may
delegate to one or more of its members or to one or more officers of the
Company, and/or its Subsidiaries and Affiliates or to one or more agents or
advisors such administrative duties or powers as it may deem advisable, and the
Committee or any person to whom it has delegated duties or powers as aforesaid
may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. The
Committee may, by resolution, authorize one or more officers of the Company to
do any of the following on the same basis as can the Committee:
(a) designate Employees to be recipients of Awards; (b) designate
Third Party Service Providers to be recipients of Awards; and (c) determine
the size of any such Awards. The Committee shall not delegate such
responsibilities with respect to Awards granted to an officer who is considered
an Insider or Covered Employee. The resolution providing for such delegation
shall set forth the total number of Awards such officer(s) may grant; and, the
officer(s) shall report periodically to the Committee regarding the nature and
scope of the Awards granted pursuant to the authority delegated.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    
      	
              Article 4.

            	
               Shares
      Subject to the Plan and Maximum
Awards

            


    

     

    4.1 
          Number of Shares
Available for Awards.

    


    
      	
               
      

            	
              (a)

            	
              Subject to adjustment as provided
      in Section 4.4 herein, the maximum number of Shares available for
      issuance to Participants under the Plan (the “Share Authorization”) shall
      be:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Seventeen
      million five hundred ninety six thousand eight hundred sixty nine
      (17,596,869) Shares; plus

            


    

    


    
      	
               
      

            	
              (ii)

            	
              (a) four million two hundred
      three thousand one hundred thirty one (4,203,131) authorized Shares not
      issued or subject to outstanding awards under the Company’s Prior Plans as
      of the Effective Date and (b) any Shares subject to the eleven
      million three hundred sixty two thousand six hundred forty five
      (11,362,645) outstanding awards as of the Effective Date under the Prior
      Plans that on or after the Effective Date cease for any reason to be subject to
      such awards (other than by reason of exercise or settlement of the awards
      to the extent they are exercised for or settled in vested and
      non-forfeitable
Shares).

            


    

     

    
      	
               
      

            	
              (b)

            	
              To the extent that a Share is
      issued pursuant to the grant or exercise of a Full Value Award, it shall
      reduce the Share Authorization by 1.69 Shares; and, to the extent that a
      Share is issued pursuant to the grant or exercise of an Award other than a
      Full Value Award, it shall reduce the Share Authorization by one
      (1) Share.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Subject to adjustment as provided
      in Section 4.4, and subject to the limit set forth in
      Section 4.1(a) on the number of Shares that may be issued in the
      aggregate under the Plan, and in order to comply with the requirements of
      Section 422 of the Code and the regulations thereunder, the maximum
      number of Shares available for issuance pursuant to ISOs and NQSOs shall
      be:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Twenty one million eight hundred
      thousand (21,800,000) Shares that may be issued pursuant to Awards in the
      form of ISOs, plus a number of shares equal to the number of shares
      subject to outstanding awards under the Prior Plans as of the Effective
      Date that thereafter cease for any reason to be subject to such awards
      (other than by reason of exercise or settlement of the awards to the
      extent they are exercised for or settled in vested and non-forfeitable
      Shares) up to a maximum of eleven million three hundred sixty two thousand
      six hundred forty five (11,362,645);
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Twenty one million eight hundred
      thousand (21,800,000) Shares that may be issued pursuant to Awards in the
      form of NQSOs, plus a number of shares equal to the number of shares
      subject to outstanding awards under the Prior Plans as of the Effective
      Date that thereafter cease for any reason to be subject to such awards
      (other than by reason of exercise or settlement of the awards to the
      extent they are exercised for or settled in vested and non-forfeitable
      Shares) up to a maximum of eleven million three hundred sixty two thousand
      six hundred forty five
(11,362,645).

            


    

    


    
      	
               
      

            	
              (d)

            	
              Subject to adjustment in
      Section 4.4 and subject to the limit set forth in Section 4.1(a)
      on the number of Shares that may be issued in the aggregate under the
      Plan, the maximum number of shares that may be issued to Non-Employee
      Directors shall be four hundred thousand (400,000) Shares, and no
      Non-Employee Director may be granted an award covering more than twenty
      thousand (20,000) Shares in any Plan Year, except that this annual limit
      on Non-Employee Director Awards shall be increased to forty thousand
      (40,000) Shares for any Non-Employee Director serving as Chairman of the
      Board or as Lead Independent Director; provided, however, that in the Plan
      Year in which an individual is first appointed or elected to the Board as
      a Non-Employee Director, such individual may be granted an Award covering
      no more than an additional forty thousand (40,000) Shares (a “New
      Non-Employee Director
Award”).

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    
      	
               
      

            	
              (e)

            	
              Except with respect to a maximum
      of five percent (5%) of the Shares authorized in Section 4.1(a), any
      Full Value Awards, which vest on the basis of the Participant’s employment
      with or provision of service to the Company, shall not provide for vesting
      which is any more rapid than annual pro rata vesting over a three
      (3) year period, and any Full Value Awards which vest upon the
      attainment of performance goals, shall provide for a performance period of
      at least twelve
(12) months.

            


    

     

     
4.2           Share
Usage.

     

    
      	
              (a)

            	
              Shares covered by an Award shall
      only be counted as used to the extent they are actually issued and
      delivered to a Participant, or, if permitted by the Committee, a
      Participant’s designated transferee. Any Shares related to Awards which
      terminate by expiration, forfeiture, cancellation, or otherwise without
      the issuance of such Shares, are settled in cash in lieu of Shares, or are
      exchanged with the Committee’s permission, prior to the issuance of
      Shares, for Awards not involving Shares, shall be available again for
      grant under the Plan. Notwithstanding the foregoing, if the Option Price
      of any Option granted under the Plan or the tax withholding requirements
      with respect to any Award granted under the Plan are satisfied by
      withholding or tendering Shares to the Company (by either actual delivery
      or by attestation), or if a SAR is exercised, both the number of Shares
      issued and the Shares withheld or tendered, if any, will be deemed
      delivered for purposes of determining the maximum number of Shares
      available for delivery under the Plan. The maximum number of Shares
      available for issuance under the Plan shall not be reduced to reflect any
      dividends or dividend equivalents that are reinvested into additional
      Shares or credited as additional Restricted Stock, Restricted Stock Units,
      Performance Shares, or Stock-Based Awards. The Shares available for
      issuance under the Plan may be authorized and unissued Shares or treasury
      Shares.

            


    

    


    
      	
              (b)

            	
              The Committee shall have the
      authority to grant Awards as an alternative to or as the form of payment
      for grants or rights earned or due under other compensation plans or
      arrangements of the Company.

            


    

     

     
4.3           Annual Award Limits. The
following limits (each an “Annual Award Limit” and, collectively, “Annual Award
Limits”) shall apply to grants of Awards under the Plan:

    


    
      	
               
      

            	
              (a)

            	
              Options: The maximum aggregate number of
      Shares that may be granted in the form of Options, pursuant to all Awards
      of such type granted in any one Plan Year to any one Participant shall be
      five hundred thousand (500,000), plus the amount of the Participant’s
      unused applicable Annual Award Limit for Options as of the close of the
      previous Plan Year.

            


    

    


    
      	
               
      

            	
              (b)

            	
              SARs: The maximum number of Shares
      that may be granted in the form of Stock Appreciation Rights, pursuant to
      all Awards of such type granted in any one Plan Year to any one
      Participant shall be five hundred thousand (500,000), plus the amount of
      the Participant’s unused applicable Annual Award Limit for SARs as of the
      close of the previous Plan
Year.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Restricted
      Stock or Restricted Stock Units: The maximum aggregate grant
      with respect to Awards of Restricted Stock or Restricted Stock Units
      granted in any one Plan Year to any one Participant shall be five hundred
      thousand (500,000), plus the amount of the Participant’s unused applicable
      Annual Award Limit for Restricted Stock or Restricted Stock Units as of
      the close of the previous Plan
Year.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Performance
      Units or Performance Shares: The maximum aggregate Award of
      Performance Units or Performance Shares that a Participant may receive in
      any one Plan Year shall be five hundred thousand (500,000) Shares, or
      equal to the value of five hundred thousand (500,000) Shares determined as
      of the date of vesting or payout, as applicable, plus the amount of the
      Participant’s unused applicable Annual Award Limit for Performance Units
      or Performance Shares as of the close of the previous Plan
      Year.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Cash-Based
      Awards: The maximum
      aggregate amount awarded or credited with respect to Cash-Based Awards to
      any one Participant in any one Plan Year may not exceed the value of five
      million dollars ($5,000,000) determined as of the date of vesting or
      payout, as applicable, plus the amount of the Participant’s unused
      applicable Annual Award Limit for Cash-Based Awards as of the close of the
      previous Plan Year.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    
      	
               
      

            	
              (f)

            	
              Covered
      Employee Annual Incentive Award. The maximum aggregate amount
      awarded or credited with respect to Covered Employee Annual Incentive
      Awards to any one Participant in any one Plan year may not exceed the
      value of five million dollars ($5,000,000) determined as of the date of
      vesting or payout, as applicable, plus the amount of the Participant’s
      unused applicable Annual Award Limit for Covered Employee Annual Incentive
      Awards as of the close of the previous Plan
  Year.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Other
      Stock-Based Awards.
      The maximum aggregate grant with respect to other Stock-Based Awards
      pursuant to Section 10.2 granted in any one Plan Year to any one
      Participant shall be five hundred thousand (500,000), plus the amount of
      the Participant’s unused applicable Annual Award Limit for Other
      Stock-Based Awards as of the close of the previous Plan
      Year.

            


    

     

    4.4         Adjustments in Authorized
Shares. In the event of any corporate event or transaction (including,
but not limited to, a change in the Shares of the Company or the capitalization
of the Company) such as a merger, consolidation, reorganization,
recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company,
combination of Shares, exchange of Shares, dividend in kind, or other like
change in capital structure or distribution (other than normal cash dividends)
to shareholders of the Company, or any similar corporate event or transaction,
the Committee, in its sole discretion, in order to prevent dilution or
enlargement of Participants’ rights under the Plan, shall substitute or adjust,
as applicable, the number and kind of Shares that may be issued under the Plan
or under particular forms of Awards, the number and kind of Shares subject to
outstanding Awards, the Option Price or Grant Price applicable to outstanding
Awards, the Annual Award Limits, and other value determinations applicable to
outstanding Awards.

     

    The
Committee shall, as and in the manner it deems necessary or appropriate, make
adjustments in the terms of any Awards under the Plan to reflect or related to
such changes or distributions and to modify any other terms of outstanding
Awards, including modifications of performance goals and changes in the length
of Performance Periods. The determination of the Committee as to the foregoing
adjustments shall be conclusive and binding on Participants under the
Plan.

     

    Subject
to the provisions of Article 19, without affecting the number of Shares
reserved or available hereunder or the number or types of options that may be
granted hereunder, the Committee may authorize the issuance or assumption of
awards under this Plan in connection with any merger, consolidation, acquisition
of property or stock or reorganization upon such terms and conditions as it may
deem appropriate; provided, however, that, subject to adjustment as provided
above, the maximum amount of Shares with respect to which ISOs, NQSOs and/or
other Awards may be granted under this paragraph is as set forth in
section 4.1 (c) hereof.

    


    
      	
              Article 5.

            	
               Eligibility
      and Participation

            


    

     

    5.1           Eligibility. Individuals
eligible to participate in this Plan include all Employees, Directors, and Third
Party Service Providers.

     

    5.2           Actual Participation. Subject
to the provisions of the Plan, the Committee may, from time to time, select from
all eligible individuals, those to whom Awards shall be granted and shall
determine, in its sole discretion, the nature of, any and all terms permissible
by law, and the amount of each Award, except that in the case of Non-Employee
Directors, such determinations shall be made by the Board pursuant to
Section 13.1.

     

    
      	
              Article 6. 

            	
              Stock
      Options

            


    

     

    6.1         Grant of Options. Subject to
the terms and provisions of the Plan, Options may be granted to Participants in
such number, and upon such terms, and at any time and from time to time as shall
be determined by the Committee, in its sole discretion; provided that ISOs may
be granted only to eligible employees of the Company or of any parent or
subsidiary corporation (as permitted by Section 422 of the Code and the
regulations thereunder).

     

    6.2         Award Agreement. Each Option
grant shall be evidenced by an Award Agreement that shall specify the Option
Price, the maximum duration of the Option, the number of Shares to which the
Option pertains, the conditions upon which an Option shall become vested and
exercisable, and such other provisions as the Committee shall determine which
are not inconsistent with the terms of the Plan. The Award Agreement also shall
specify whether the Option is intended to be an ISO or a NQSO.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    6.3         Option Price. The Option Price
for each grant of an Option under this Plan shall be as determined by the
Committee and shall be specified in the Award Agreement; provided, however, the
Option Price shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted.

     

    6.4         Duration of Options. Each
Option granted to a Participant shall expire at such time as the Committee shall
determine at the time of grant; provided, however, no Option shall be
exercisable later than the tenth (10th) anniversary date of its grant.
Notwithstanding the foregoing, for Options granted to Participants outside the
United States, the Committee has the authority to grant Options that have a term
greater than ten (10) years.

     

    6.5         Exercise of Options. Options
granted under this Article 6 shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each
instance approve, which terms and restrictions need not be the same for each
grant or for each Participant.

     

    6.6         Payment. Options granted under
this Article 6 shall be exercised by the delivery of a notice of exercise
to the Company or an agent designated by the Company in a form specified or
accepted by the Committee, or by complying with any alternative procedures which
may be authorized by the Committee, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for
the Shares.

     

    A
condition of the issuance of the Shares as to which an Option shall be exercised
shall be the payment of the Option Price. The Option Price of any Option shall
be payable to the Company in full either: (a) in cash or its equivalent;
(b) by tendering (either by actual delivery or attestation) previously
acquired Shares having an aggregate Fair Market Value at the time of exercise
equal to the Option Price (provided that the Shares that are tendered must have
been held by the Participant for at least six (6) months prior to their
tender to satisfy the Option Price or have been purchased on the open market);
(c) by a combination of (a) and (b); or (d) any other method approved
or accepted by the Committee in its sole discretion.

     

    Subject
to any governing rules or regulations, as soon as practicable after receipt of
written notification of exercise and full payment (including satisfaction of any
applicable tax withholding), the Company shall deliver to the Participant
evidence of book entry Shares, or upon the Participant’s request, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s).

     

    Unless
otherwise determined by the Committee, all payments under all of the methods
indicated above shall be paid in United States dollars.

     

    6.7         Restrictions on Share
Transferability. The Committee may impose such restrictions on any Shares
acquired pursuant to the exercise of an Option granted under this Article 6
as it may deem advisable, including, without limitation, minimum holding period
requirements, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, or under any blue sky or state securities laws applicable
to such Shares.

     

    6.8         Termination of Employment.
Each Participant’s Award Agreement shall set forth the extent to which the
Participant shall have the right to exercise the Option following termination of
the Participant’s employment or provision of services to the Company, its
Affiliates, or its Subsidiaries, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the
Award Agreement entered into with each Participant, need not be uniform among
all Options issued pursuant to this Article 6, and may reflect distinctions
based on the reasons for termination.

     

    6.9         Transferability of
Options.

    


    
      	
            	
              (a)

            	
              Incentive
      Stock Options. No
      ISO granted under the Plan may be sold, transferred, pledged, assigned, or
      otherwise alienated or hypothecated, other than by will or by the laws of
      descent and distribution. Further, all ISOs granted to a Participant under
      this Article 6 shall be exercisable during his or her lifetime only
      by such Participant.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    
      	
            	
              (b)

            	
              Non-Qualified
      Stock Options.
      Except as otherwise provided in a Participant’s Award Agreement or
      otherwise determined at any time by the Committee, no NQSO granted under
      this Article 6 may be sold, assigned, or otherwise alienated or
      hypothecated, other than by will or by the laws of descent and
      distribution; provided that the Board or Committee may permit further
      transferability, on a general or a specific basis, and may impose
      conditions and limitations on any permitted transferability. Further,
      except as otherwise provided in a Participant’s Award Agreement or
      otherwise determined at any time by the Committee, or unless the Board or
      Committee decides to permit further transferability, all NQSOs granted to
      a Participant under this Article 6 shall be exercisable during his or
      her lifetime only by such Participant. With respect to those NQSOs, if
      any, that are permitted to be transferred to
      another person, references in the Plan to exercise or payment of the
      Option Price by
      the Participant shall be deemed to include, as determined by the
      Committee, the Participant’s permitted
      transferee.

            


    

     

    6.10       Notification of Disqualifying
Disposition. If any Participant shall make any disposition of Shares
issued pursuant to the exercise of an ISO under the circumstances described in
Section 421(b) of the Code (relating to certain disqualifying
dispositions), such Participant shall notify the Company of such disposition
within ten (10) days thereof.

     

    6.11    
  Substituting
SARs. In the event the Company no longer uses APB Opinion 25 to account
for equity compensation and is required to or elects to expense the cost of
Options pursuant to FAS 123 (or a successor standard), the Committee shall have
the ability to substitute, without receiving Participant permission, SARs paid
only in Stock (or SARs paid in Stock or cash at the Committee’s discretion) for
outstanding Options; provided, the terms of the substituted Stock SARs are
substantially equivalent to the terms for the Options and the excess of the Fair
Market Value of the underlying Shares over the aggregate Grant Price of the SARs
is equivalent to the excess of the Fair Market Value of the underlying Shares
over the aggregate Option Price of the Options. If this provision creates
adverse accounting consequences for the Company, it shall be considered void by
the Committee.

     

    
      	
              Article 7.

            	
              Stock
      Appreciation Rights

            


    

     

    7.1         Grant of SARs. Subject to the
terms and conditions of the Plan, SARs may be granted to Participants at any
time and from time to time as shall be determined by the Committee. The
Committee may grant Freestanding SARs, Tandem SARs, or any combination of these
forms of SARs.

     

    Subject
to the terms and conditions of the Plan, the Committee shall have complete
discretion in determining the number of SARs granted to each Participant and,
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs.

     

    The Grant
Price for each grant of a Freestanding SAR shall be determined by the Committee
and shall be specified in the Award Agreement. The Grant Price may be based on
one hundred percent (100%) of the FMV of the Shares on the date of grant, set at
a premium to the FMV of the Shares on the date of grant, or indexed to the FMV
of the Shares on the date of grant, with the index determined by the Committee,
in its discretion. The Grant Price of Tandem SARs shall be equal to the Option
Price of the related Option.

     

    7.2         SAR Agreement. Each SAR Award
shall be evidenced by an Award Agreement that shall specify the Grant Price, the
term of the SAR, and such other provisions as the Committee shall
determine.

     

    7.3         Term of SAR. The term of a SAR
granted under the Plan shall be determined by the Committee, in its sole
discretion, and except as determined otherwise by the Committee and specified in
the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th)
anniversary date of its grant. Notwithstanding the foregoing, for SARs granted
to Participants outside the United States, the Committee has the authority to
grant SARs that have a term greater than ten (10) years.

     

    7.4         Exercise of Freestanding SARs.
Freestanding SARs may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, imposes.

     

    7.5.        Exercise of Tandem SARs.
Tandem SARs may be exercised for all or part of the Shares subject to the
related Option upon the surrender of the right to exercise the equivalent
portion of the related Option. A Tandem SAR may be exercised only with respect
to the Shares for which its related Option is then exercisable.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit
10(d)(i)

     

    Notwithstanding
any other provision of this Plan to the contrary, with respect to a Tandem SAR
granted in connection with an ISO: (a) the Tandem SAR will expire no later
than the expiration of the underlying ISO; (b) the value of the payout with
respect to the Tandem SAR may be for no more than one hundred percent (100%) of
the excess of the Fair Market Value of the Shares subject to the underlying ISO
over the aggregate Option Price of the Shares subject to the underlying ISO at
the time the Tandem SAR is exercised; and (c) the Tandem SAR may be
exercised only when the Fair Market Value of the Shares subject to the ISO
exceeds the aggregate Option Price of the ISO.

     

    7.6       
  Payment of SAR
Amount. Upon the exercise of a SAR, a Participant shall be entitled to
receive payment from the Company in an amount determined by
multiplying:

    


    
      	
               
      

            	
              (a)

            	
              The excess of the Fair Market
      Value of a Share on the date of exercise over the Grant Price;
      by

            


    

    


    
      	
               
      

            	
              (b)

            	
              The number of Shares with respect
      to which the SAR is
exercised.

            


    

     

    At the
discretion of the Committee, the payment upon SAR exercise may be in cash,
Shares, or any combination thereof, or in any other manner approved by the
Committee in its sole discretion. The Committee’s determination regarding the
form of SAR payout shall be set forth in the Award Agreement pertaining to the
grant of the SAR.

     

    7.7           Termination of Employment.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to exercise the SAR following termination of the Participant’s
employment with or provision of services to the Company, its Affiliates, and/or
its Subsidiaries, as the case may be. Such provisions shall be determined in the
sole discretion of the Committee, shall be included in the Award Agreement
entered into with Participants, need not be uniform among all SARs issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination.

     

    7.8           Non-Transferability of SARs.
Except as otherwise provided in a Participant’s Award Agreement or otherwise at
any time by the Committee, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant’s Award Agreement or otherwise at any time
by the Committee, all SARs granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant. With respect to
those SARs, if any, that are permitted to be transferred to another person,
references in the Plan to exercise of the SAR by the Participant or payment of
any amount to the Participant shall be deemed to include, as determined by the
Committee, the Participant’s permitted transferee.

     

    7.9           Other Restrictions. The
Committee shall impose such other conditions and/or restrictions on any Shares
received upon exercise of a SAR granted pursuant to the Plan as it may deem
advisable or desirable. These restrictions may include, but shall not be limited
to, a requirement that the Participant hold the Shares received upon exercise of
a SAR for a specified period of time.

     

    
      	
              Article 8.

            	
               Restricted
      Stock and Restricted Stock
Units

            


    

     

    8.1         
Grant of Restricted Stock or Restricted Stock Units. Subject to the terms
and provisions of the Plan, the Committee, at any time and from time to time,
may grant Shares of Restricted Stock and/or Restricted Stock Units to
Participants in such amounts as the Committee shall determine. Restricted Stock
Units shall be similar to Restricted Stock except that no Shares are actually
awarded to the Participant on the date of grant.

     

    8.2      
   Restricted
Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or
Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall
specify the Period(s) of Restriction, the number of Shares of Restricted Stock
or the number of Restricted Stock Units granted, and such other provisions as
the Committee shall determine.

     

    8.3      
   Transferability. Except as
provided in this Plan or an Award Agreement, the Shares of Restricted Stock
and/or Restricted Stock Units granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in
the Award Agreement (and in the case of Restricted Stock Units until the date of
delivery or other payment), or upon earlier satisfaction of any other
conditions, as specified by the Committee, in its sole discretion, and set forth
in the Award Agreement or otherwise at any time by the Committee. All rights
with respect to the Restricted Stock and/or Restricted Stock Units granted to a
Participant under the Plan shall be available during his or her lifetime only to
such Participant, except as otherwise provided in an Award Agreement or at any
time by the Committee.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
    

     

    Exhibit 10(d)(i)

     

    8.4         Other Restrictions. The
Committee shall impose such other conditions and/or restrictions on any Shares
of Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it
may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock
or each Restricted Stock Unit, restrictions based upon the achievement of
specific performance goals, time-based restrictions on vesting following the
attainment of the performance goals, time-based restrictions, and/or
restrictions under applicable laws or under the requirements of any stock
exchange or market upon which such Shares are listed or traded, or holding
requirements or sale restrictions placed on the Shares by the Company upon
vesting of such Restricted Stock or Restricted Stock Units. In the case of
Restricted Stock and/or Restricted Stock Units granted to Covered Employees
which awards are intended to constitute Performance Based Compensation the
applicable performance goal(s) for such Awards shall be selected from those
listed in Article 11.

     

    To the
extent deemed appropriate by the Committee, the Company may retain the
certificates representing Shares of Restricted Stock in the Company’s possession
until such time as all conditions and/or restrictions applicable to such Shares
have been satisfied or lapse.

     

    Except as
otherwise provided in this Article 8 or under applicable law, Shares of
Restricted Stock covered by each Restricted Stock Award shall become freely
transferable by the Participant after all conditions and restrictions applicable
to such Shares have been satisfied or lapse (including satisfaction of any
applicable tax withholding obligations), and Restricted Stock Units shall be
paid in cash, Shares, or a combination of cash and Shares as the Committee, in
its sole discretion shall determine.

     

    8.5         Certificate Legend. In
addition to any legends placed on certificates pursuant to Section 8.4,
each certificate representing Shares of Restricted Stock granted pursuant to the
Plan may bear a legend such as the following or as otherwise determined by the
Committee in its sole discretion:

     

    The sale
or transfer of Shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the Arrow Electronics, Inc. 2004
Omnibus Incentive Plan, and in the associated Award Agreement. A copy of the
Plan and such Award Agreement may be obtained from Arrow Electronics,
Inc.

     

    8.6         Voting Rights. Unless
otherwise determined by the Committee and set forth in a Participant’s Award
Agreement, to the extent permitted or required by law, as determined by the
Committee, Participants holding Shares of Restricted Stock granted hereunder may
be granted the right to exercise full voting rights with respect to those Shares
during the Period of Restriction. There shall be no voting rights with respect
to any Restricted Stock Units granted hereunder.

     

    8.7         Termination of Employment.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to retain Restricted Stock and/or Restricted Stock Units
following termination of the Participant’s employment with or provision of
services to the Company, its Affiliates, and/or its Subsidiaries, as the case
may be. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Awards of Restricted Stock or
Restricted Stock Units granted pursuant to the Plan, and may reflect
distinctions based on the reasons for termination.

     

    8.8         Section 83(b) Election.
The Committee may provide in an Award Agreement that the Award of Restricted
Stock is conditioned upon the Participant making or refraining from making an
election with respect to the Award under Section 83(b) of the Code. If a
Participant makes an election pursuant to Section 83(b) of the Code
concerning a Restricted Stock Award, the Participant shall be required to file
promptly a copy of such election with the Company.

     

    
      	
              Article 9.

            	
              Performance
      Units/ Performance Shares

            


    

     

    9.1         Grant of Performance Units/
Performance Shares. Subject to the terms and provisions of the Plan, the
Committee, at any time and from time to time, may grant Performance Units and/or
Performance Shares to Participants in such amounts and upon such terms as the
Committee shall determine.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit
10(d)(i)

     

    9.2         Value of Performance Units/
Performance Shares. Each Performance Unit shall have an initial value
that is established by the Committee at the time of grant. Each Performance
Share shall have an initial value equal to the Fair Market Value of a Share on
the date of grant. The Committee shall set performance goals in its discretion
which, depending on the extent to which they are met, will determine the value
and/or number of Performance Units/ Performance Shares that will be paid out to
the Participant. In the case of Performance Units and or Performance Shares
granted to Covered Employees which awards are intended to constitute Performance
Based Compensation the applicable performance goal(s) for such Awards shall be
selected from those listed in Article 11.

     

    9.3         Earning of Performance Units/
Performance Shares. Subject to the terms of this Plan, after the
applicable Performance Period has ended, the holder of Performance Units/
Performance Shares shall be entitled to receive payout on the value and number
of Performance Units/ Performance Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the
corresponding performance goals have been achieved.

     

    9.4         Form and Timing of Payment of
Performance Units/ Performance Shares. Payment of earned Performance
Units/ Performance Shares shall be as determined by the Committee and as
evidenced in the Award Agreement. Subject to the terms of the Plan, the
Committee, in its sole discretion, may pay earned Performance Units/ Performance
Shares in the form of cash or in Shares (or in a combination thereof) equal to
the value of the earned Performance Units/ Performance Shares. Payment will be
made in accordance with the terms of the Award Agreement.  Any Shares
may be granted subject to any restrictions deemed appropriate by the Committee
and as evidenced in the Award Agreement. The determination of the Committee with
respect to the form of payout of such Awards and restrictions shall be set forth
in the Award Agreement pertaining to the grant of the Award.

     

    9.5         Dividends and Other
Distributions. At the discretion of the Committee, Participants holding
Performance Shares may be entitled to receive dividend equivalents with respect
to dividends declared with respect to the Shares. Such dividend equivalents may
be in the form of cash, Shares, Restricted Stock, or Restricted Stock Units and
may be subject to such accrual, forfeiture, or payout restrictions as determined
by the Committee in its sole discretion and as evidenced in the Award
Agreement.  Notwithstanding the foregoing, with respect to Performance
Awards granted after May 4, 2010, Participants holding Performance Shares may
only be entitled to receive dividend equivalents with respect to the vested
portions of Performance Awards.

     

    9.6         Termination of Employment.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to retain Performance Units and/or Performance Shares following
termination of the Participant’s employment with or provision of services to the
Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such
provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with each Participant, need not be
uniform among all Awards of Performance Units or Performance Shares issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination.

     

    9.7         Non-Transferability. Except as
otherwise provided in a Participant’s Award Agreement or otherwise determined at
any time by the Committee, Performance Units/ Performance Shares may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except
as otherwise provided in a Participant’s Award Agreement or otherwise determined
at any time by the Committee, a Participant’s rights under the Plan shall be
exercisable during his or her lifetime only by such Participant.

     

    
      	
              Article 10.

            	
              Cash-Based
      Awards and Other Stock-Based
Awards

            


    

     

    10.1       Grant of Cash-Based Awards.
Subject to the terms and provisions of the Plan, the Committee, at any time and
from time to time, may grant Cash-Based Awards to Participants in such amounts
and upon such terms as the Committee may determine.

     

    10.2       Other Stock-Based Awards. The
Committee may grant other types of equity-based or equity-related Awards not
otherwise described by the terms of this Plan (including the grant or offer for
sale of unrestricted Shares) in such amounts and subject to such terms and
conditions, as the Committee shall determine. Such Awards may involve the
transfer of actual Shares to Participants, or payment in cash or otherwise of
amounts based on the value of Shares and may include, without limitation, Awards
designed to comply with or take advantage of the applicable local laws of
jurisdictions other than the United States.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit
10(d)(i)

     

    10.3       Value of Cash-Based and Other
Stock-Based Awards. Each Cash-Based Award shall specify a payment amount
or payment range as determined by the Committee. Each Other Stock-Based Award
shall be expressed in terms of Shares or units based on Shares, as determined by
the Committee. The Committee may establish performance goals in its discretion.
If the Committee exercises its discretion to establish performance goals, the
number and/or value of Cash-Based Awards or Other Stock-Based Awards that will
be paid out to the Participant will depend on the extent to which the
performance goals are met. In the case of Cash-Based Awards and/or Other
Stock-Based Awards granted to Covered Employees which Awards are intended to
constitute Performance Based Compensation the applicable performance goals for
such Awards shall be selected from those listed in Article 11.

     

    10.4       Payment of Cash-Based Awards and
Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based
Award or an Other Stock-Based Award shall be made in accordance with the terms
of the Award, in cash or Shares as the Committee determines.

     

    10.5       Termination of Employment. The
Committee shall determine the extent to which the Participant shall have the
right to receive Cash-Based Awards and Other Stock-Based Awards following
termination of the Participant’s employment with or provision of services to the
Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such
provisions shall be determined in the sole discretion of the Committee, such
provisions may be included in an agreement entered into with each Participant,
but need not be uniform among all Awards of Cash-Based Awards and Other
Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.

     

    10.7       Non-Transferability. Except as
otherwise determined by the Committee, neither Cash-Based Awards nor Other
Stock-Based Awards may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. Further, except as otherwise provided by the Committee, a
Participant’s rights under the Plan, if exercisable, shall be exercisable during
his or her lifetime only by such Participant. With respect to those Cash-Based
Awards or Other Stock-Based Awards, if any, that are permitted to be transferred
to another person, references in the Plan to exercise or payment of such Awards
by or to the Participant shall be deemed to include, as determined by the
Committee, the Participant’s permitted transferee.

     

    
      	
              Article 11.

            	
              Performance
      Measures

            


    

     

    11.1       Performance Measures. Unless
and until the Committee proposes for shareholder vote and the shareholders
approve a change in the general Performance Measures set forth in this
Article 11, the performance goals upon which the payment or vesting of an
Award to a Covered Employee that is intended to qualify as Performance-Based
Compensation shall be limited to the following Performance
Measures:

     

    
      
        	
              	
                (a)

              	
                net
  income;

              


      

    

    


    
      
        	
              	
                (b)

              	
                earnings per
      share;

              


      

    

    


    
      
        	
              	
                (c)

              	
                sales
    growth;

              


      

    

    


    
      
        	
              	
                (d)

              	
                income before
      taxes;

              


      

    

    


    
      
        	
              	
                (e)

              	
                net operating
      profit;

              


      

    

    


    
      
        
          	
                	
                  (f)

                	
                  return measures (including, but
      not limited to, return on assets, capital, equity, or
      sales);

                


        

      

    

    


    
      
        	
              	
                (g)

              	
                cash flow (including, but not
      limited to, operating cash flow and free cash
  flow);

              


      

    

    


    
      
        	
              	
                (h)

              	
                earnings before, interest, taxes,
      depreciation, and/or
amortization;

              


      

    

    


    
      
        	
              	
                (i)

              	
                operating margins including gross
      profit, operating expenses and operating income as a percentage of
      sales;

              


      

    

    


    
      
        	
              	
                (j)

              	
                productivity
      ratios;

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    
      
        	
              	
                (k)

              	
                share price (including, but not
      limited to, growth measures and total shareholder
      return);

              


      

    

    


    
      
        	
              	
                (l)

              	
                expense
      targets;

              


      

    

    


    
      
        	
              	
                (m)

              	
                operating
      efficiency;

              


      

    

    


    
      
        	
              	
                (n)

              	
                customer
      satisfaction;

              


      

    

    


    
      
        	
              	
                (o)

              	
                working capital targets;
      and

              


      

    

    


    
      
        	
              	
                (p)

              	
                economic
      value-added.

              


      

    

     

    Any
Performance Measure(s) may be used to measure the performance of the Company,
Subsidiary, and/or Affiliate as a whole or any business unit of the Company,
Subsidiary, and/or Affiliate or any combination thereof, as the Committee may
deem appropriate, or any of the above Performance Measures as compared to the
performance of a group of comparator companies, or published or special index
that the Committee, in its sole discretion, deems appropriate, or the Company
may select Performance Measure (j) above as compared to various stock
market indices. The Committee also has the authority to provide for accelerated
vesting of any Award based on the achievement of performance goals pursuant to
the Performance Measures specified in this Article 11.

     

    11.2       Evaluation of Performance. The
Committee may provide in any such Award that any evaluation of performance may
include or exclude any of the following events that occurs during a Performance
Period: (a) asset write-downs, (b) litigation or claim judgments or
settlements, (c) the effect of changes in tax laws, accounting principles,
or other laws or provisions affecting reported results, (d) any
reorganization and restructuring programs, (e) extraordinary non-recurring
items as described in Accounting Principles Board Opinion No. 30 and/or in
management’s discussion and analysis of financial condition and results of
operations appearing in the Company’s annual report to shareholders for the
applicable year, (f) acquisitions or divestitures, and (g) foreign
exchange gains and losses. To the extent such inclusions or exclusions affect
Awards to Covered Employees, they shall be prescribed in a form that meets the
requirements of Code Section 162(m) for deductibility.

     

    11.3       Adjustment of Performance-Based
Compensation. Awards that are designed to qualify as Performance-Based
Compensation, and that are held by Covered Employees, may not be adjusted
upward. The Committee shall retain the discretion to adjust such Awards
downward, either on a formula or discretionary basis or any combination, as the
Committee determines.

     

    11.4       Committee Discretion. In the
event that applicable tax and/or securities laws change to permit Committee
discretion to alter the governing Performance Measures without obtaining
shareholder approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining shareholder approval. In addition, in the
event that the Committee determines that it is advisable to grant Awards that
shall not qualify as Performance-Based Compensation, the Committee may make such
grants without satisfying the requirements of Code Section 162(m) and may
base vesting on Performance Measures in addition to or other than those set
forth in Section 11.1.

     

    
      	
              Article 12.

            	
              Covered
      Employee Annual Incentive
Award

            


    

     

    Notwithstanding
any other provision of this Plan to the contrary, for each Plan Year a Covered
Employee Annual Incentive Award shall be paid to any Participant who is an
executive officer of the Company and, in the Committee’s determination, is
likely to be a “covered employee” within the meaning of Section 162(m) of
the Code only in accordance with the provisions of this Article. Within the
first ninety (90) days of each Plan Year, the Committee shall establish
(i) the performance goals, selected from the list of Performance Measures
in Section 11.1, that must be achieved in order for a Covered Employee
Annual Incentive Award to be paid to any Covered Employee for the Plan Year, and
(ii) the amount of each Covered Employee’s Covered Employee Annual
Incentive Award that could be paid based on attainment of such performance goals
for the Plan Year. As soon as practicable following the end of each Plan Year,
the Committee shall certify whether each Covered Employee otherwise satisfied
the requirements of this Plan to receive a Covered Employee Annual Incentive
Award. Upon the Committee’s certification thereof, the Covered Employee Annual
Incentive Awards shall be paid to the Covered Employees or such lesser amounts
as the Committee in its discretion shall prescribe taking into account the
otherwise applicable provisions of this Plan and the performance of the Company
and the Covered Employees during the Plan Year, provided that such action does
not preclude the Covered Employee Annual Incentive Award to any Covered Employee
from qualifying as performance based compensation under Section 162(m) of
the Code.  The Committee shall not exercise any discretion in its
administration of the Plan that would be inconsistent with the purposes of
Section 162(m) of the Code.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    
      	
              Article 13.

            	
              Non-Employee
      Director Awards

            


    

     

    13.1       Non-Employee Director Awards.
Non-Employee Directors may only be granted Awards under the Plan in accordance
with this Article 13 and which shall not be subject to management’s
discretion. From time to time, the Board shall set the amount(s) and type(s) of
equity awards that shall be granted to all Non-Employee Directors on a periodic,
nondiscriminatory basis pursuant to the Plan, as well as any additional
amount(s), if any, to be awarded, also on a periodic, nondiscriminatory basis,
based on each of the following: the number of committees of the Board on which a
Non-Employee Director serves, service of a Non-Employee Director as the chair of
a Committee of the Board, service of a Non-Employee Director as Chairman of the
Board or service of a Non-Employee Director as Lead Independent Director, or the
first selection or appointment of an individual to the Board as a Non-Employee
Director. Subject to the limits set forth in Section 4.1(d) and the
foregoing, the Board shall grant such Awards to Non-Employee Directors, the
Non-Employee Chairman of the Board and the Lead Independent Director, and grant
New Non-Employee Director Awards, as it shall from time to time
determine.

     

    13.2       Non-Employee
Director Deferrals. This Section 13.2 governs Non-Employee
Director deferrals of annual retainers earned and vested as of December 31,
2004.  In order to comply with Section 409A of the Code, annual
retainers for 2005 and later shall be subject to deferral only in accordance
with the Arrow Electronics, Inc. Non-Employee Directors Deferred Stock Unit Plan
or Arrow Electronics, Inc. Non-Employee Directors Deferred Compensation Plan
(which also permits elective deferrals of Board and Board committee meeting
fees).

    


    
      
        	
              	
                (a)

              	
                Mandatory
      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
Section 13.2(b).

              


      

    

    


    
      
        	
              	
                (b)

              	
                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 Section 13.2(a)
      apply to the Non- Employee Director’s retainer fees or to have a deferral
      of a percentage other than fifty percent (50%) apply (an “Optional
      Deferral Election”) as
follows:

              


      

    

    


    
      
        	
              	
                (i)

              	
                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 Section 13.2 or that a selected
      percentage other than fifty percent (50%) of the Non-Employee Director’s
      retainer fees will be deferred under Section 13.2. Such Optional
      Deferral Election will be effective unless and until it is revoked in
      writing.

              


      

    

    


    
      
        	
              	
                (ii)

              	
                Each Non-Employee Director
      initially elected after the Effective Date of the Plan may submit an
      Optional Deferral Election prior to the Non-Employee Director’s 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
      Section 13.2 or that a selected percentage other than fifty percent
      (50%) of the Non-Employee Director’s retainer fees will be deferred under
      Section 13.2, such Optional Deferral Election will be effective
      unless and until it is revoked in
  writing.

              


      

    

    


    
      
        	
              	
                (iii)

              	
                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 fifty percent (50%) of
      the Non-Employee Director’s retainer fees will be deferred under
      Section 13.2. 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
Section 13.2.

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    
      
        	
              	
                (c)

              	
                Maintenance of
      Deferred Accounts: A
      recordkeeping 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.
      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.

              


      

    

    


    
      
        	
              	
                (d)

              	
                Method of
      Distribution of Deferrals: No distribution of deferrals may
      be made except as provided in this Section 13.2(d) or in a deferral
      agreement between the Company and a Non-employee Director. 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 Fair Market Value of a Share as of such
      date. Such Shares and cash shall be 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.

              


      

    

     

    
      	
              Article 14.

            	
              Dividend
      Equivalents

            


    

     

    Any
Participant selected by the Committee may be granted dividend equivalents based
on the dividends declared on Shares that are subject to any Award, to be
credited as of dividend payment dates, during the period between the date the
Award is granted and the date the Award is exercised, vests or expires, as
determined by the Committee; provided, however, that, with respect to Awards
granted after May 4, 2010, dividend equivalents may only be credited with respect to the vested portions
of Awards. Such dividend equivalents shall be converted to cash or
additional Shares by such formula and at such time and subject to such
limitations as may be determined by the Committee.

     

    Dividend
equivalents granted with respect to Options or SARs that are intended to be
Performance-Based Compensation shall be payable, with respect to pre-exercise
periods, regardless of whether such Option or SAR is subsequently
exercised.

     

    
      	
              Article 15.

            	
              Beneficiary
      Designation

            


    

     

    Each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Company during the Participant’s lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant’s death shall be paid
to the Participant’s estate.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit
10(d)(i)

     

    
      	
              Article 16.

            	
              Deferrals

            


    

     

    The
Committee may permit or, in an Award Agreement, require officers or Non-Employee
Directors to defer receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such officers or Non-Employee Directors by virtue of
the lapse or waiver of restrictions with respect to Restricted Stock or
Restricted Stock Units, or the satisfaction of any requirements or performance
goals with respect to Performance Shares, Performance Units, Cash-Based Awards,
Covered Employee Annual Incentive Awards, Other Stock-Based Awards, or
Cash-Based Awards. If any such deferral election is required or permitted, the
Committee shall, in its sole discretion, establish rules and procedures for such
payment deferrals.

     

    
      	
              Article 17.

            	
              Rights of
      Participants

            


    

     

    17.1       Employment. Nothing in the
Plan or an Award Agreement shall interfere with or limit in any way the right of
the Company, its Affiliates, and/or its Subsidiaries, to terminate any
Participant’s employment or service on the Board or to the Company at any time
or for any reason not prohibited by law, nor confer upon any Participant any
right to continue his or her employment or service as a Director or Third Party
Service Provider for any specified period of time.

     

    Neither
an Award nor any benefits arising under this Plan shall constitute an employment
contract with the Company, its Affiliates, and/or its Subsidiaries and,
accordingly, subject to Articles 3 and 19, this Plan and the benefits
hereunder may be terminated at any time in the sole and exclusive discretion of
the Committee without giving rise to any liability on the part of the Company,
its Affiliates, and/or its Subsidiaries.

     

    17.2       Participation. No individual
shall have the right to be selected to receive an Award under this Plan, or,
having been so selected, to be selected to receive a future Award.

     

    17.3       Rights as a Shareholder.
Except as otherwise provided herein, a Participant shall have none of the rights
of a shareholder with respect to Shares covered by any Award until the
Participant becomes the record holder of such Shares.

     

    17.4       No Third Party Beneficiaries.
This Plan does not confer any right or remedy other than to Participants, the
Company, and their respective permitted successors and assigns, and no action
may be brought against the Company, the Board, the Committee, or any of the
Committee’s delegates by any third party claiming as a third party beneficiary
to the Plan or any Award Agreement.

     

    
      	
              Article 18.

            	
              Corporate
      Events

            


    

     

    Unless
otherwise set forth in the Award Agreement, upon a dissolution or liquidation of
the Company, or a sale of substantially all of the assets of the Company, its
Subsidiaries, and its Affiliates and the acquiring entity does not substitute
new and equivalent Awards for the outstanding Awards hereunder, or a merger or
consolidation in which the surviving corporation does not substitute new and
equivalent Awards for the outstanding Awards hereunder, (each a “Corporate
Event”) each Participant shall be given at least ten days prior written notice
of the occurrence of such Corporate Event, every Award outstanding hereunder
shall become fully vested and exercisable, all restrictions on such Awards shall
lapse and each Participant may exercise any Award that is in the form of an
Option or SAR, in whole or in part, prior to or simultaneously with such
Corporate Event. Unless otherwise set froth in the Award Agreement, upon the
occurrence of any such Corporate Event, any Option or SAR not exercised pursuant
hereto shall terminate. Unless otherwise set forth in the Award Agreement,
furthermore, upon the occurrence of a Corporate Event, the Company shall have
the option to cancel every outstanding Award hereunder (other than Options and
SARs outstanding the cancellation which would be handled by the preceding
sentence) and to pay the holder of such Awards the value of those Awards as
determined by the Board or Committee in their sole discretion.

     

    
      	
              Article 19.

            	
              Amendment,
      Modification, Suspension, and
Termination

            


    

     

    19.1       Amendment, Modification, Suspension,
and Termination. Subject to Section 19.3, the Committee may, at any
time and from time to time, alter, amend, modify, suspend, or terminate the Plan
and any Award Agreement in whole or in part; provided, however, that, without
the prior approval of the Company’s shareholders and except as provided in
Sections 4.4 and 6.11 hereof, Options issued under the Plan will not be
repriced, replaced, or regranted through cancellation, or by lowering the Option
Price of a previously granted Option, and no amendment of the Plan shall be made
without shareholder approval if shareholder approval is required by law,
regulation, or stock exchange rule, including, but not limited to, the
Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986,
as amended, and, if applicable, the New York Stock Exchange Listed Company
Manual.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit
10(d)(i)

     

    19.2   
   Adjustment of
Awards Upon the Occurrence of Certain Unusual or Non-recurring Events.
The Committee shall, as and in the manner it deems necessary or appropriate,
make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual, unforeseen or nonrecurring events (including,
without limitation, the events described in Section 4.4 hereof, restructuring
charges and income or expenses related to acquisitions and dispositions, tax and
litigation settlements, and capital projects not contemplated at the time an
Award was made) affecting the Corporation or the financial statements of the
Corporation or of changes in applicable laws, regulations, or accounting
principles, in order to prevent the unintended dilution or enlargement of the
benefits or potential benefits intended to be made available under the
Plan.  The determination of the Committee as to the foregoing
adjustments shall be conclusive and binding on Participants under the
Plan.

     

    19.3 
     Awards Previously Granted.
Notwithstanding any other provision of the Plan to the contrary, no termination,
amendment, suspension, or modification of the Plan or an Award Agreement shall
adversely affect in any material way any Award previously granted under the
Plan, without the written consent of the Participant holding such Award or any
predecessor plans.

     

    
      	
              Article 20.

            	
              Withholding

            


    

     

    20.1       Tax Withholding. The Company
shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, the minimum statutory amount to satisfy
federal, state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result
of this Plan.

     

    20.2       Share Withholding. With
respect to withholding required upon the exercise of Options or SARs, upon the
lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon
the achievement of performance goals related to Performance Shares, or any other
taxable event arising as a result of an Award granted hereunder, the Committee
may decide to permit Participants to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the minimum statutory
total tax that could be imposed on the transaction. If permitted by the
Committee, all Participant elections related to share withholding shall be
irrevocable, made in writing, and signed by the Participant, and shall be
subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.

     

    
      	
              Article 21.

            	
              Successors

            


    

     

    All
obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

     

    
      	
              Article 22.

            	
              General
      Provisions

            


    

     

    22.1      
Forfeiture
Events.

    


    
      	
               
      

            	
              (a)

            	
              The Committee may specify in an
      Award Agreement that the Participant’s rights, payments, and benefits with
      respect to an Award shall be subject to reduction, cancellation,
      forfeiture, or recoupment upon the occurrence of certain specified events,
      in addition to any otherwise applicable vesting or performance conditions
      of an Award. Such events may include, but shall not be limited to,
      termination of employment for cause, termination of the Participant’s
      provision of services to the Company, Affiliate, and/or Subsidiary,
      violation of material Company, Affiliate, and/or Subsidiary policies,
      breach of noncompetition, confidentiality, or other restrictive covenants
      that may apply to the Participant, or other conduct by the Participant
      that is detrimental to the business or reputation of the Company, its
      Affiliates, and/or its
Subsidiaries.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit 10(d)(i)

     

    
      	
               
      

            	
              (b)

            	
              If Section 304 of the
      Sarbanes-Oxley Act of 2002 applies to any Award or payment in settlement
      of any Award, the Participant shall and hereby agrees to reimburse the
      Company for any such amounts or Awards as provided by Section 304 of
      the Sarbanes-Oxley Act of
2002.

            


    

     

    22.2       Legend. The certificates for
Shares may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer of such Shares.

     

    22.3       Gender and Number. Except
where otherwise indicated by the context, any masculine term used herein also
shall include the feminine, the plural shall include the singular, and the
singular shall include the plural.

     

    22.4       Severability. In the event any
provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

     

    22.5       Requirements of Law. The
granting of Awards and the issuance of Shares under the Plan shall be subject to
all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be
required.

     

    22.6       Delivery of Title. The Company
shall have no obligation to issue or deliver evidence of title for Shares issued
under the Plan prior to:

    


    
      	
               
      

            	
              (a)

            	
              Obtaining any approvals from
      governmental agencies that the Company determines are necessary or
      advisable; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              Completion of any registration or
      other qualification of the Shares under any applicable national or foreign
      law or ruling of any governmental body that the Company determines to be
      necessary or advisable.

            


    

     

    22.7       Inability to Obtain Authority.
The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

     

    22.8       Investment Representations.
The Committee may require any person receiving Shares pursuant to an Award under
this Plan to represent and warrant in writing that the person is acquiring the
Shares for investment and without any present intention to sell or distribute
such Shares.

     

    22.9       Employees, Directors, Third Party
Service Providers, and Participants Based Outside of the United States.
Notwithstanding any provision of the Plan to the contrary, in order to comply
with the laws in other countries in which the Company, its Affiliates, and/or
its Subsidiaries operate or have Employees, Directors, Third Party Service
Providers, or Participants, the Committee, in its sole discretion, shall have
the power and authority to:

    


    
      	
               
      

            	
              (a)

            	
              Determine which Affiliates and
      Subsidiaries shall be covered by the
  Plan;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Determine which Employees,
      Directors, Third Party Service Providers, or Participants outside the
      United States are eligible to participate in the
    Plan;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Modify the terms and conditions
      of any Award granted to Employees, Directors, Third Party Service
      Providers, or Participants outside the United States to comply with
      applicable foreign laws;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Establish subplans and modify
      exercise procedures and other terms and procedures, to the extent such
      actions may be necessary or advisable. Any subplans and modifications to
      Plan terms and procedures established under this Section 22.9 by the
      Committee shall be attached to this Plan document as appendices;
      and

            


    

    


    
      	
               
      

            	
              (e)

            	
              Take any action, before or after
      an Award is made, that it deems advisable to obtain approval or comply
      with any necessary local government regulatory exemptions or
      approvals.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit
10(d)(i)

     

    Notwithstanding
the above, the Committee may not take any actions hereunder, and no Awards shall
be granted, that would violate applicable law.

     

    22.10     Uncertificated Shares. To the
extent that the Plan provides for issuance of certificates to reflect the
transfer of Shares, the transfer of such Shares may be effected on a
uncertificated basis, to the extent not prohibited by applicable law or the
rules of any stock exchange.

     

    22.11     Unfunded Plan. Participants
shall have no right, title, or interest whatsoever in or to any investments that
the Company, and/or its Subsidiaries, and/or Affiliates may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
Participant, beneficiary, legal representative, or any other person. To the
extent that any person acquires a right to receive payments from the Company,
and/or its Subsidiaries, and/or Affiliates under the Plan, such right shall be
no greater than the right of an unsecured general creditor of the Company, a
Subsidiary, or an Affiliate, as the case may be. All payments to be made
hereunder shall be paid from the general funds of the Company, a Subsidiary, or
an Affiliate, as the case may be and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not subject to
ERISA.

     

    22.12     No Fractional Shares. No
fractional Shares shall be issued or delivered pursuant to the Plan or any
Award. The Committee shall determine whether cash, Awards, or other property
shall be issued or paid in lieu of fractional Shares or whether such fractional
Shares or any rights thereto shall be forfeited or otherwise
eliminated.

     

    22.13     Retirement and Welfare Plans.
Neither Awards made under the Plan nor Shares or cash paid pursuant to such
Awards, except pursuant to Covered Employee Annual Incentive Awards, will be
included as “compensation” for purposes of computing the benefits payable to any
Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement
plans (both qualified and non-qualified) or welfare benefit plans unless such
other plan expressly provides that such compensation shall be taken into account
in computing a participant’s benefit.

     

    22.14     Nonexclusivity of the Plan.
The adoption of this Plan shall not be construed as creating any limitations on
the power of the Board or Committee to adopt such other compensation
arrangements as it may deem desirable for any Participant.

     

    22.15     No Constraint on Corporate
Action. Nothing in this Plan shall be construed to: (i) limit,
impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s
right or power to make adjustments, reclassifications, reorganizations, or
changes of its capital or business structure, or to merge or consolidate, or
dissolve, liquidate, sell, or transfer all or any part of its business or
assets; or, (ii) limit the right or power of the Company or a Subsidiary or
an Affiliate to take any action which such entity deems to be necessary or
appropriate.

     

    22.16   
 Right of First
Refusal. Unless otherwise set forth in the Award Agreement, shares
acquired under the Plan by a Participant may not be sold or otherwise disposed
of in any way (including a transfer or gift or by reason of the death of the
Participant) until the Participant (or his legal representative, legatee or
distributee of his or her 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 Journal or if
such publication is unavailable then Reuters) on the date the
Participant’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.

     

    22.17   
 Ratification of
Actions. By accepting any Award or other benefit under the Plan, each
Participant and each person claiming under or through each Participant shall be
conclusively deemed to have indicated his or her acceptance and ratification of,
and consent to, any action taken under the Plan by the Company, the Board or the
Committee.

     

    22.18    Governing Law. The Plan and
each Award Agreement shall be governed by the laws of the State of New York
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan to the substantive law of
another jurisdiction. Unless otherwise provided in the Award Agreement,
recipients of an Award under the Plan are deemed to submit to the exclusive
jurisdiction and venue of the federal or state courts of New York, to resolve
any and all issues that may arise out of or relate to the Plan or any related
Award Agreement.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit
10(d)(i)

     

    22.19
    Jury Waiver. Every
Participant, every person claiming under or through a Participant, and the
Company hereby waives to the fullest extent permitted by applicable law any
right to a trial by jury with respect to any litigation directly or indirectly
arising out of, under, or in connection with the Plan or any Award Agreement
issued pursuant to the Plan.