ARROW ELECTRONICS INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a5661318-ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1


     EMPLOYMENT  AGREEMENT made as of the 21ST day of April, 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 Andy S. Bryant,
residing 2441 E. Desert Flower Lane Phoenix, AZ 85048 (the "Executive").

     WHEREAS,  the Company  desires to employ the  Executive,  and the Executive
desires to be employed by the Company,  as the Vice President of the Company and
President,  Arrow Enterprise Computing Solutions,  with the responsibilities and
duties of an officer of the Company; and

     WHEREAS,  the Company and the Executive  wish to provide for the employment
of the Executive as an employee of the Company and for him to render services to
the Company on the terms set forth in, and in accordance with the provisions of,
this Employment  Agreement (the "Agreement"),  which Employment  Agreement shall
supersede and replace any agreement pertaining to the Executive's  employment by
the Company, written or oral, entered into prior to the date hereof;

     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 Vice  President  of the Company and  President,  Arrow  Enterprise  Computing
Solutions, 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.

     (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:

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        (i) a minimum  base salary of $400,000 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 $300,000 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").

     (d)  Automobile.  While the Executive is actively  working for the Company,
the Company will pay the Executive a monthly automobile allowance of $850.

     (e) Expenses. During the Employment Period, the Company agrees to reimburse
the Executive,  upon the submission of appropriate  vouchers,  for out-of-pocket
expenses  (including,  without  limitation,  expenses  for  travel,  lodging and
entertainment) incurred by the Executive in the course of his duties hereunder.

     (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.

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     (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) Equity  Awards.  At the first  meeting of Arrow's Board of Directors
following  the  commencement  of  the  Executive's  employment,   the  Company's
Compensation  Committee  will award the Executive  $300,000  value of restricted
stock of the Company and $300,000 value of  non-qualified  stock  options,  each
pursuant to the terms of the Company's 2004 Omnibus Incentive Plan, which shares
and options will both vest separately at the rate of 25% on each  anniversary of
the date of the award (until fully vested in the year 2012) while the  Executive
is employed by the Company.

3.   The Employment Period.

     The  "Employment  Period," as used in the Agreement,  shall mean the period
beginning as of the date hereof 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) April 21, 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.

4.   Disability.

     For purposes of this Agreement,  the Executive will be deemed "disabled" if
he is absent  from work  because  of (a) a  physical  or mental  condition  that
qualifies  as a disability  under the terms of the  disability  benefit  program
applicable  to the  Executive,  if  any,  or (b) he is  incapacitated  due to an
accident or physical or mental illness,  and in either case 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's  inability to perform his duties or those of a substantially similar
position of  employment  due to his  medically  determinable  physical or mental
impairment  can be expected to either  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),  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

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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,  until the earlier of (A) his resumption of his regular duties or (B) the
180th  consecutive  day following the first day of his absence.  If Executive is
still  absent on such 180th  day,  the  Employment  Period  shall then end,  and
Executive's  compensation under Paragraph 2 shall immediately cease, except that
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.  No benefits shall be payable to Executive under Paragraph 6
on account of an early  termination  of the Employment  Period  pursuant to this
Paragraph 4.

     In the event that Executive is determined not to be totally and permanently
disabled before being absent for 180 continuous  days (and before  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 or Good Reason.

     (a) 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.

     (b) Good Reason. If, during the Employment  Period,  without the consent of
the Executive,  the Board of Directors  materially  diminishes  the  Executive's
authority,  duties and responsibilities as the Vice President of the Company and
President,  Arrow Enterprise Computing  Solutions,  the Executive shall have the
right  to  terminate  his  employment  with the  Company  and be  treated  under
Paragraph  6 the  same  as if he  had  been  discharged  without  cause.  If the
Executive  decides to exercise such right to terminate his  employment  with the
Company,  he shall give written  notice to the Company  within  forty-five  days
after such action by the Board of Directors 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.  If the Company  makes a
correction  satisfactory  to the Executive,  the Executive shall be obligated to
continue in his employment with 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 (which shall be his last
day of active work for purposes of Paragraph 6).


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6.   Payments Upon  Termination by the Company Without Cause or by Executive for
     Good Reason.

     In the event that the Company discharges the Executive without cause or the
Executive  terminates  his employment for good reason (in either case as defined
in Paragraph 5 above) prior to the  expiration  of the  Employment  Period,  the
Executive's post-discharge compensation and benefits 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
(including self-employment), or (iii) the day the Executive fails to observe any
provision of this Agreement,  including his obligations under Paragraphs 8 and 9
(referred to herein as 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  two-thirds  (2/3) of the incentive bonus
to which he would have been entitled under Paragraph 2(b) had his employment not
terminated  during the  Employment  Period,  based on the Company's  performance
goals and actual  performance for the relevant  performance period (or, on a pro
rata basis,  portion of such  performance  period)  with no change in the target
incentive  amount from one performance  period to the next during the RA Period,
but  only if the  Executive  is still on RA  status  at the end of the  relevant
performance period (or, if earlier, the end of the RA Period if the Executive is
still on RA status on the date the  Employment  Period was scheduled to expire).
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;

        (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 of 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 simple  interest  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's employment
not terminated 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. No stock options,  restricted  stock or performance  shares will be
awarded to the Executive after his last day of active work.

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<PAGE>


        (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 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.

     The  Executive  shall have an  affirmative  duty to  diligently  seek other
employment;  provided,  however,  that the  Executive  shall not be obligated to
accept a new position which is not reasonably  comparable to his employment with
the Company.  Executive will immediately  notify the Company,  in writing,  upon
securing other employment.

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:

     "Andy S. Bryant  (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 April 21,  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.  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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<PAGE>


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

     For a period of two years following Executive's last day of active work 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  all  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, Mexico or Europe (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 that
Executive  acquired  knowledge  of during the course of his  employment,  of the
Company, its subsidiaries or affiliates; or


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<PAGE>

        (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.

     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.

                                       8
<PAGE>


        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 disclose all such writings or materials 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
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 Paragraphs 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 Paragraphs 6 hereof,  the


                                       9
<PAGE>

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.

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 April 21, 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.


                                       10
<PAGE>

        (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:

            (i)  if to the Executive to:
                 Andy S. Bryant
                 2441 E. Desert Flower Lane
                 Phoenix, AZ  85048

            (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/ Andrew S. Bryant
                                                         -----------------------
                                                         EXECUTIVE



                                       11

</TEXT>
</DOCUMENT>
