EX-10.K.VI






Exhibit 10(k)(vi)




          EMPLOYMENT AGREEMENT (the “Agreement”) made as of the 30th day of December, 2008 by and
between ARROW ELECTRONICS, INC., a New York corporation with its principal office at 50 Marcus
Drive, Melville, New York 11747 (the “Company”), and JOHN P. McMAHON, residing 6 Whistler Lane,
Southborough, Massachusetts 01772 (the “Executive”).




          WHEREAS, the Executive, has been employed by the Company, as a Senior Vice President, Human
Resources, with the responsibilities and duties of an executive officer of the Company under an
Employment Agreement dated as of February 1st, 2007 (the “Old Agreement”); and




          WHEREAS, the Old Agreement contains provisions that do not comply with section 409A of the
Internal Revenue Code of 1986, as amended, and applicable regulations thereunder (“409A”) and other
provisions that are obsolete; and




          WHEREAS, the Company and Executive wish to novate the Old Agreement and to replace it with
this Agreement.




          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties agree as follows:



1. Employment and Duties.




          (a) Employment. The Company hereby employs the Executive for the Employment Period
defined in Paragraph 3, to perform such duties for the Company and its subsidiaries and affiliates
and to hold such offices as may be specified from time to time by the Company’s Board of Directors,
subject to the following provisions of this Agreement. The Executive hereby accepts such
employment.




          (b) Duties and Responsibilities. It is contemplated that the Executive will be a
Senior Vice President, Human Resources, but the Board of Directors shall have the right to adjust
the duties, responsibilities, and title of the Executive as the Board of Directors may from time to
time deem to be in the interests of the Company (provided, however, that during the Employment
Period, without the consent of the Executive, he shall not be assigned any titles, duties or
responsibilities which, in the aggregate, represent a material diminution in, or are materially
inconsistent with, his prior title, duties, and responsibilities as a Senior Vice President, Human
Resources).




          If the Board of Directors does not either continue the Executive in the office of a Senior
Vice President, Human Resources, or elect him to some other executive office satisfactory to the
Executive, the Executive shall have the right to decline to give further service to the Company and
shall have the rights and obligations which would accrue to him under Paragraph 6 if he were
discharged without cause. If the Executive decides to exercise such right to decline to give
further service, he shall within forty-five days after such action or omission by the Board of
Directors give written notice to the Company stating his objection and the action he thinks
necessary to correct it, and he shall permit the Company to have a forty-five day period in which
to correct its action or omission. If the Company makes a correction satisfactory to the Executive,
the Executive shall be obligated to continue to serve the Company. If the Company



 









 






does not make such a correction, the Executive’s rights and obligations under Paragraph 6
shall accrue at the expiration of such forty-five day period.




          (c) Time Devoted to Duties. The Executive shall devote all of his normal business
time and efforts to the business of the Company, its subsidiaries and its affiliates, the amount of
such time to be sufficient, in the reasonable judgment of the Board of Directors, to permit him
diligently and faithfully to serve and endeavor to further their interests to the best of his
ability.



2. Compensation.




          (a) Monetary Remuneration and Benefits. During the Employment Period, the Company
shall pay to the Executive for all services rendered by him in any capacity:




               (i) a minimum base salary of $375,000 per year (payable in accordance with the
Company’s then
prevailing practices, but in no event less frequently than in equal monthly installments), subject
to increase if the Board of Directors of the Company in its sole discretion so determines; provided
that, should the Company institute a Company-wide pay cut/furlough program, such salary may be
decreased by up to 15%, but only for as long as said Company-wide program is in effect;



               (ii) such additional compensation by way of salary or bonus or fringe benefits as the Board
of
Directors of the Company in its sole discretion shall authorize or agree to pay, payable on such
terms and conditions as it shall determine; and



               (iii) such employee benefits that are made available by the Company to its other executives
generally.



          (b) Annual Incentive Payment. The Executive shall participate in the Company’s
Management Incentive Plan (or such alternative, successor, or replacement plan or program in which
the Company’s principal operating executives, other than the Chief Executive Officer, generally
participate) and shall have a targeted incentive thereunder of not less than $225,000 per year,
provided, however, that the Executive’s actual incentive payment for any year shall be measured by
the Company’s performance against goals established for that year and that such performance may
produce an incentive payment ranging from none to 200% of the targeted amount. The Executive’s
incentive payment for any year will be appropriately pro-rated to reflect a partial year of
employment.




          (c) Supplemental Executive Retirement Plan. The Executive shall participate in the
Company’s Unfunded Pension Plan for Selected Executives (the “SERP”). The timing of payment under
the SERP shall be in accordance with its terms.




          (d) Automobile. While the Executive is actively working for the Company, the Company
will pay the Executive a monthly automobile allowance of $850. Such allowance shall cease when the
Executive’s employment with the Company terminates for any reason.




          (e) Expenses. During the Employment Period, the Company agrees to reimburse the
Executive, upon the submission of appropriate vouchers, for out-of-pocket



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expenses (including, without limitation, expenses for travel, lodging and entertainment)
incurred by the Executive in the course of his duties hereunder in accordance with its expense
reimbursement policy. Any reimbursement that is taxable to Executive shall be paid no later than
the end of the year following the year in which it is incurred.




          (f) Office and Staff. The Company will provide the Executive with an office,
secretary and such other facilities as may be reasonably required for the proper discharge of his
duties hereunder.




          (g) Indemnification. The Company agrees to indemnify, defend and hold harmless the
Executive for any and all liabilities to which he may be subject as a result of his employment
hereunder (and as a result of his service as an officer or director of the Company, or as an
officer or director of any of its subsidiaries or affiliates), as well as the costs of any legal
action brought or threatened against him as a result of such employment, to the fullest extent
permitted by law.




          (h) Participation in Plans. Notwithstanding any other provision of this Agreement,
the Executive shall have the right to participate in any and all of the plans or programs made
available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of,
executives (including the annual stock option and restricted stock grant programs) or employees in
general, on a basis consistent with other senior executives.




          (i) Rental Subsidy. To assist you with your move to New York, the Company will
provide you with a two-year rental subsidy in the amount of $3,083 per month commencing April 2008
and continuing through March 2010, payable on the first day of each month.



3. The Employment Period.




          The “Employment Period,” as used in the Agreement, shall mean the period beginning March 19,
2007 and terminating on the last day of the calendar month in which the first of the following
occurs:




          (a) the death of the Executive;




          (b) the disability of the Executive as determined in accordance with Paragraph 4 hereof and
subject to the provisions thereof;




          (c) the termination of the Executive’s employment by the Company for cause in accordance with
Paragraph 5 hereof; or




          (d) December 31, 2010; provided, however, that, unless sooner terminated as otherwise provided
herein, the Employment Period shall automatically be extended for one or more twelve (12) month
periods beyond the then scheduled expiration date thereof unless between the 18th and 12th month
preceding such scheduled expiration date either the Company or the Executive gives the other
written notice of its or his election not to have the Employment Period so extended.




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4. Disability.




          For purposes of this Agreement, the Executive will be deemed “disabled” if he is absent from
work because he is incapacitated due to an accident or physical or mental impairment, and one of
the following conditions is also satisfied: (i) Executive is expected to return to his duties with
the Company within 6 months after the beginning of his absence or (ii) Executive is unable to
perform his duties or those of a substantially similar position of employment due to a
medically-determinable physical or mental impairment which can be expected to result in death or
last for a continuous period of not less than 6 months. If the Executive is absent on account of
being disabled (as defined in the preceding sentence), during such absence the Company shall
continue to pay to the Executive his base salary, any additional compensation authorized by the
Company’s Board of Directors, and other remuneration and benefits provided in accordance with
Paragraph 2 hereof, all without delay, diminution or proration of any kind whatsoever (except that
his remuneration hereunder shall be reduced by the amount of any payments he may otherwise receive
as a result of his disability pursuant to a disability program provided by or through the Company),
and his medical benefits and life insurance shall remain in full force. Unless terminated earlier
in accordance with Paragraph 3(a), (c) or (d), the Employment Period shall end on the
180th consecutive day of his disability absence, and Executive’s compensation under
Paragraph 2 shall immediately cease, except the medical benefits covering the Executive and his
family shall remain in place (subject to the eligibility requirements and other conditions
contained in the underlying plan, as described in the Company’s employee benefits manual, and
subject to the requirement that the Executive continue to pay the “employee portion” of the cost
thereof), and the Executive’s life insurance policy under the Management Insurance Program shall be
transferred to him, as provided in the related agreement, subject to the obligation of the
Executive to pay the premiums therefor.




          In the event that, notwithstanding such a determination of disability, the Executive is
determined not to be totally and permanently disabled prior to the then scheduled expiration of the
Employment Period, the Executive shall be entitled to resume employment with the Company under the
terms of this Agreement for the then remaining balance of the Employment Period.



5. Termination for Cause.




          In the event of any malfeasance, willful misconduct, active fraud or gross negligence by the
Executive in connection with his employment hereunder, the Company shall have the right to
terminate the Employment Period by giving the Executive notice in writing of the reason for such
proposed termination. If the Executive shall not have corrected such conduct to the satisfaction of
the Company within thirty days after such notice, the Employment Period shall terminate and the
Company shall have no further obligation to the Executive hereunder but the restriction on the
Executive’s activities contained in Paragraph 8 and the obligations of the Executive contained in
Paragraphs 9(b) and 9(c) shall continue in effect as provided therein.



6. Termination Without Cause.




          In the event that the Company discharges the Executive without cause prior to the expiration
of the Employment Period, the Executive’s post-discharge compensation and benefits



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will be as follows, subject to the Executive’s execution of a release as set forth in
Paragraph 7 below:




          (a) The Executive will be placed on inactive or “RA” status beginning on the day following his
last day of active work and ending on the earliest of (i) the date the Employment Period was
scheduled to expire, (ii) the day the Executive begins employment for a person or entity other than
the Company, or (iii) the day the Executive fails to observe any provision of this Agreement,
including his obligations under Paragraphs 8 and 9 (the “RA Period”), during which time he will be
paid the salary provided in subparagraph 2(a) on the same schedule as if he still were an active
employee (less the customary deductions), subject to any required delay described in subparagraph
(c) below;




          (b) The Executive will be paid an amount equal to two-thirds of the targeted incentive
provided in Paragraph 2(b) for the year in which he ceases active employment and for each
succeeding year (or, on a pro rata basis, portion of a year) during the RA Period, payable if the
Executive is still on RA status on the scheduled payment date or, in the case of the year during
which RA status terminates, if the Executive is still on RA status on the last day of the RA
Period. Payment to Executive shall be made at the regular time for payment of such bonuses under
the Company’s Management Incentive Plan, but not later than the March 15 following the end of the
relevant performance period, subject to any required delay described in subparagraph (c) below;




          (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a
“specified employee” under section 409A of the Internal Revenue Code of 1986, as amended (“Code”),
no payment of deferred compensation within the meaning Code section 409A that is not exempted from
application of Section 409A as an exempt short term deferral or exempt separation pay in accordance
with applicable Treasury regulations will be paid to the Executive on account of his termination of
employment for 6 months following the day he ceases active work, and any such payments due during
such 6-month period will be held and paid on the first business day following completion of such
6-month period, along with interest calculated at the 6-month Treasury rate in effect at the
beginning of the RA Period;




          (d) Any unvested stock options, restricted stock or performance shares held by the Executive
on his last day of active work that would have vested by the scheduled expiration of the Employment
Period had the Executive not been discharged will vest on his last day of active work subject to
the payment by the Executive of all applicable taxes. Any vested Arrow performance shares will be
paid out in accordance with their terms. Any vested stock option will remain exercisable after the
Executive ceases active work in accordance with the terms of the applicable award relating to
post-termination exercise. Any stock options, performance shares or restricted stock not already
vested on the Executive’s last day of active work or vested on such last day in accordance with
this subparagraph (d) will be forfeited on the Executive’s last day of active work.




          (e) The Executive’s active participation in the Company’s 401(k) Plan, ESOP and SERP will end
on his last day of active work, and he will earn no vesting service and no additional benefits
under those plans after that date. For purposes of receiving a distribution of



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his vested account balance under the 401(k) plan or ESOP, the Executive will be considered to
have severed from service with the Company on his last day of active work.




          (f) The Executive will remain covered by the Company medical plan during the RA Period under
the same terms and conditions as an active employee. At the end of the RA Period the Executive
will be entitled to continuation coverage for himself and his eligible dependents under the plan’s
COBRA provisions at his own expense. The Executive’s participation in all other welfare benefit
and fringe benefit plans of the Company will end on the day he ceases active work, subject to any
conversion rights generally available to former employees under the terms of such plans.



Any amounts payable to the Executive under this Paragraph 6 shall be reduced by the amount of the
Executive’s earnings from other employment (which the Executive shall have an affirmative duty to
seek; provided, however, that the Executive shall not be obligated to accept a new position which
is not reasonable comparable to his employment with the Company).



7. Release.




          In consideration for the payments and benefits set forth in Paragraph 6, Executive agrees to
execute and return to the Company a release in the following form:




          “John P. McMahon (the “Executive”) and Arrow Electronics, Inc. and its affiliates (“Arrow”)
each hereby releases the other and its agents, directors and employees from and against any and all
claims (statutory, contractual or otherwise) arising out of the Executive’s employment or the
termination thereof or any discrimination in connection therewith and for any further additional
payments of any kind or nature whatsoever except as expressly set forth in the employment agreement
between the Executive and Arrow dated December 30, 2008. Without limiting the foregoing, the
Executive hereby releases Arrow from any claim under the Age Discrimination in Employment Act and
any other similar law. Nothing contained herein will be construed as impacting the Executive’s
right to claim unemployment benefits on account of his termination of employment with Arrow, if
any, or preventing the Executive or Arrow from providing information to or making a claim with any
governmental agency to the extent permitted or required by law. This release will, however,
constitute an absolute bar to the recovery of any damages or additional compensation, consideration
or relief of any kind or nature whatsoever arising out of or in connection with such claim.”




          The executed release required by this Paragraph 7 as a condition for payment under Paragraph 6
shall be given to the Company no later than 35 days following the Executive’s last day of active
work. The Company will provide to the Executive an executed release in the same form promptly upon
receipt of the release signed by the Executive. The Company, in its sole discretion, may delay
payment of any amount otherwise due hereunder pending receipt of such release and expiration of any
applicable revocation period. If the Executive fails to provide the executed release by the
expiration of such 35-day period, the Executive will forfeit any payments or benefits still due
under Paragraph 6, including but not limited to any unexercised stock options the vesting of which
was accelerated pursuant to the terms of Paragraph 6.




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8. Non-Disclosure; Non-Competition; Trade Secrets.




          During the Employment Period and for a period of two years after the termination of the
Employment Period, the Executive will not, directly or indirectly:




          (a) Disclosure of Information. Use, attempt to use, disclose or otherwise make known
to any person or entity (other than to the Board of Directors of the Company or otherwise in the
course of the business of the Company, its subsidiaries or affiliates and except as may be required
by applicable law):




               (i) any knowledge or information, including, without limitation, lists of customers or
suppliers, trade secrets, know-how, inventions, discoveries, processes and formulae, as well as all
data and records pertaining thereto, which he may acquire in the course of his employment, in any
manner which may be detrimental to or cause injury or loss to the Company, its subsidiaries or
affiliates; or



               (ii) any knowledge or information of a confidential nature (including alt unpublished
matters)
relating to, without limitation, the business, properties, accounting, books and records, trade
secrets or memoranda of the Company, its subsidiaries or affiliates, which he now knows or may come
to know in any manner which may be detrimental to or cause injury or loss to the Company, its
subsidiaries or affiliates.



          (b) Non-Competition. Engage or become interested in the United States, Canada or
Mexico (whether as an owner, shareholder, partner, lender or other investor, director, officer,
employee, consultant or otherwise) in the business of distributing electronic parts, components,
supplies or systems, or any other business that is competitive with the principal business or
businesses then (or, in the case of the post-termination covenant, as of the date of termination)
conducted by the Company, its subsidiaries or affiliates (provided, however, that nothing contained
herein shall prevent the Executive from acquiring or owning less than 1% of the issued and
outstanding capital stock or debentures of a corporation whose securities are listed on the New
York Stock Exchange, American Stock Exchange, or the National Association of Securities Dealers
Automated Quotation System, if such investment is otherwise permitted by the Company’s Human
Resource and Conflict of Interest policies).




          (c) Solicitation. Solicit or participate in the solicitation of any business of any
type conducted by the Company, its subsidiaries or affiliates, during said term or thereafter, from
any person, firm or other entity which is or was at any during the preceding 12 months (or, in the
case of the post-termination covenant, during the 12 months preceding the date of termination) a
supplier or customer, or prospective supplier or customer, of the Company, its subsidiaries or
affiliates; or




          (d) Employment. Employ or retain, or arrange to have any other person, firm or other
entity employ or retain, or otherwise participate in the employment or retention of, any person who
was an employee or consultant of the Company, its subsidiaries or affiliates, at any time during
the period of twelve consecutive months immediately preceding such employment or retention.




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          The Executive will promptly furnish in writing to the Company, its subsidiaries or affiliates,
any information reasonably requested by the Company (including any third party confirmations) with
respect to any activity or interest the Executive may have in any business.




          Except as expressly herein provided, nothing contained herein is intended to prevent the
Executive, at any time after the termination of the Employment Period, from either (i) being
gainfully employed or (ii) exercising his skills and abilities outside of such geographic areas,
provided in either case the provisions of this Agreement are complied with.



9. Preservation of Business.




          (a) General. During the Employment Period, the Executive will use his best efforts to
advance the business and organization of the Company, its subsidiaries and affiliates, to keep
available to the Company, its subsidiaries and affiliates, the services of present and future
employees and to advance the business relations with its suppliers, distributors, customers and
others.




          (b) Patents and Copyrights, etc. The Executive agrees, without additional
compensation, to make available to the Company all knowledge possessed by him relating to any
methods, developments, inventions, processes, discoveries and/or improvements (whether patented,
patentable or unpatentable) which concern in any way the business of the Company, its subsidiaries
or affiliates, whether acquired by the Executive before or during his employment hereunder,
provided that the Executive shall not disclose to the Company any such knowledge acquired by the
Executive prior to his employment by the Company and which is owned by a third party.




          Any methods, developments, inventions, processes, discoveries and/or improvements (whether
patented, patentable or unpatentable) which the Executive may conceive of or make, related directly
or indirectly to the business or affairs of the Company, its subsidiaries or affiliates, or any
part thereof, during the Employment Period, shall be and remain the property of the Company. The
Executive agrees promptly to communicate and disclose all such methods, developments, inventions,
processes, discoveries and/or improvements to the Company and to execute and deliver to it any
instruments deemed necessary by the Company to effect the disclosure and assignment thereof to it.
The Executive also agrees, on request and at the expense of the Company, to execute patent
applications and any other instruments deemed necessary by the Company for the prosecution of such
patent applications or the acquisition of Letters Patent in the United States or any other country
and for the assignment to the Company of any patents which may be issued. The Company shall
indemnify and hold the Executive harmless from any and all costs, expenses, liabilities or damages
sustained by the Executive by reason of having made such patent applications or being granted such
patents.




          Any writings or other materials written or produced by the Executive or under his supervision
(whether alone or with others and whether or not during regular business hours), during the
Employment Period which are related, directly or indirectly, to the business or affairs of the
Company, its subsidiaries or affiliates, or are capable of being used therein, and the copyright
thereof, common law or statutory, including all renewals and extensions, shall be and remain the
property of the Company. The Executive agrees promptly to communicate and



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disclose all such writings or materials to the Company and to execute and deliver to it any
instruments deemed necessary by the Company to affect the disclosure and assignment thereof to it.
The Executive further agrees, on request and at the expense of the Company, to take any and all
action deemed necessary by the Company to obtain copyrights or other protections for such writings
or other materials or to protect the Company’s right, title and interest therein. The Company shall
indemnify, defend and hold the Executive harmless from any and all costs, expenses, liabilities or
damages sustained by the Executive by reason of the Executive’s compliance with the Company’s
request




          (c) Return of Documents. Upon the termination of the Employment Period, including any
termination of employment described in Paragraph 6, the Executive will promptly return to the
Company all copies of information protected by Paragraph 9(a) hereof or pertaining to matters
covered by subparagraph (b) of this Paragraph 9 which are in his possession, custody or control,
whether prepared by him or others.



10. Separability.




          The Executive agrees that the provisions of Paragraphs 8 and 9 hereof constitute independent
and separable covenants which shall survive the termination of the Employment Period and which
shall be enforceable by the Company notwithstanding any rights or remedies the Executive may have
under any other provisions hereof. The Company agrees that the provisions of Paragraph 6 hereof
constitute independent and separable covenants which shall survive the termination of the
Employment Period and which shall be enforceable by the Executive notwithstanding any rights or
remedies the Company may have under any other provisions hereof.



11. Specific Performance.




          The Executive acknowledges that (i) the services to be rendered under the provisions of this
Agreement and the obligations of the Executive assumed herein are of a special, unique and
extraordinary character; (ii) it would be difficult or impossible to replace such services and
obligations; (iii) the Company, its subsidiaries and affiliates will be irreparably damaged if the
provisions hereof are not specifically enforced; and (iv) the award of monetary damages will not
adequately protect the Company, its subsidiaries and affiliates in the event of a breach hereof by
the Executive. The Company acknowledges that (i) the Executive will be irreparably damaged if the
provisions of Paragraph 6 hereof are not specifically enforced and (ii) the award of monetary
damages will not adequately protect the Executive in the event of a breach thereof by the Company.
By virtue thereof, the Executive agrees and consents that if he violates any of the provisions of
this Agreement, and the Company agrees and consents that if it violates any of the provisions of
Paragraph 6 hereof, the other party, in addition to any other rights and remedies available under
this Agreement or otherwise, shall (without any bond or other security being required and without
the necessity of proving monetary damages) be entitled to a temporary and/or permanent injunction
to be issued by a court of competent jurisdiction restraining the breaching party from committing
or continuing any violation of this Agreement, or any other appropriate decree of specific
performance. Such remedies shall not be exclusive and shall be in addition to any other remedy
which any of them may have.




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12. Miscellaneous.




          (a) Entire Agreement; Amendment. This Agreement constitutes the whole employment
agreement between the parties and may not be modified, amended or terminated except by a written
instrument executed by the parties hereto. It is specifically agreed and understood, however, that
the provisions of that certain letter agreement dated as of December 30, 2008 granting to the
Executive extended separation benefits in the event of a change in control of the Company shall
survive and shall not be affected hereby. All other agreements between the parties pertaining to
the employment or remuneration of the Executive not specifically contemplated hereby or
incorporated or merged herein are terminated and shall be of no further force or effect.




          (b) Assignment. Except as stated below, this Agreement is not assignable by the
Company without the written consent of the Executive, or by the Executive without the written
consent of the Company, and any purported assignment by either party of such party’s rights and/or
obligations under this Agreement shall be null and void; provided, however, that, notwithstanding
the foregoing, the Company may merge or consolidate with or into another corporation, or sell all
or substantially all of its assets to another corporation or business entity or otherwise
reorganize itself, provided the surviving corporation or entity, if not the Company, shall assume
this Agreement and become obligated to perform all of the terms and conditions hereof, in which
event the Executive’s obligations shall continue in favor of such other corporation or entity.




          (c) Waivers, etc. No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or
default of the same or similar nature. The failure of any party to insist upon strict adherence to
any term of this Agreement on any occasion shall not operate or be construed as a waiver of the
right to insist upon strict adherence to that term or any other term of this Agreement on that or
any other occasion.




          (d) Provisions Overly Broad. In the event that any term or provision of this
Agreement shall be deemed by a court of competent jurisdiction to be overly broad in scope,
duration or area of applicability, the court considering the same shall have the power and hereby
is authorized and directed to modify such term or provision to limit such scope, duration or area,
or all of them, so that such term or provision is no longer overly broad and to enforce the same as
so limited. Subject to the foregoing sentence, in the event any provision of this Agreement shall
be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall
attach only to such provision and shall not affect or render invalid or unenforceable any other
provision of this Agreement.




          (e) Notices. Any notice permitted or required hereunder shall be in writing and shall
be deemed to have been given on the date of delivery or, if mailed by registered or certified mail,
postage prepaid, on the date of mailing:






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	 	(i)	 	if to the Executive to:

John P. McMahon

6 Whistler Lane

Southborough, MA 01772
	 
	 	(ii)	 	if to the Company to:

Arrow Electronics, Inc.

50 Marcus Drive

Melville, New York 11747

Attention: Peter S. Brown

               Senior Vice President and

               General Counsel




Either party may, by notice to the other, change his or its address for notice hereunder.




          (f) New York Law. This Agreement shall be construed and governed in all respects by
the internal laws of the State of New York, without giving effect to principles of conflicts of
law.




          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.




	 	 	 	 	 
	ARROW ELECTRONICS, INC.

 	 	 
	By:  	/s/ Peter S. Brown
 	 	 
	 	Peter S. Brown 	 	 
	 	Senior Vice President &
General Counsel 	 	 
	 
	THE EXECUTIVE

 	 	 
	/s/ John P. McMahon
 	 	 
	John P. McMahon 	 	 
	 	 	 
	 




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