ARROW ELECTRONICS INC

The following table sets forth the estimated payments and value of benefits that each of the NEOs would be entitled to receive under their Change in Control Retention Agreement and the Severance Policy, including Ms. Zech’s Participation Agreement, in the event of the termination of employment under various scenarios, assuming that the termination occurred on December 31, 2023. The amounts represent the entire value of the estimated liability, even if some or all of that value has been disclosed elsewhere in this Proxy Statement. Actual amounts that the Company may pay out and the assumptions used in arriving at such amounts can only be determined at the time of each such NEO’s termination or the change in control and could differ materially from the amounts set forth below.

The NEOs are not entitled to receive any payment at, following, or in connection with the termination of their employment for cause.

In both the table below and the Share-Based Award Agreement Terms Related to Post-Employment Scenarios table which follows it:

Michael J. Long – Retirement Benefits

As noted in the CD&A of this Proxy Statement, effective May 17, 2023, Mr. Long ceased to be an executive officer of the Company and formally retired as an employee of the Company effective July 5, 2023. In connection with Mr. Long’s retirement, equity award vesting continues in accordance with their respective vesting schedules, subject to forfeiture in the event of a non-compete violation. The following equity awards are expected to vest (the estimated values are based on the Company’s closing stock price as of December 29, 2023 and assuming target performance in the case of the PSUs): 51,660 PSUs valued at $6,315,435 and 60,558 RSUs valued at $7,403,216. In addition, the Compensation Committee approved an exception to the Management Incentive Compensation Plan’s requirement to be employed by Arrow on the day the annual cash incentive awards are paid and, as a result of this approval, Mr. Long received a pro-rated annual cash incentive award for the period January 1, 2023, through July 5, 2023, based on the Company’s achievement of the relevant performance goals in the amount of $693,158. Mr. Long will also receive benefits under the SERP with a value of $16,446,707 as of December 31, 2023, as described further above under “Supplemental Executive Retirement Plan.”

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Kirk D. Schell – Separation Benefits

As noted in the CD&A of this Proxy Statement, effective August 16, 2023, Mr. Schell ceased to be an executive officer of the Company and left the Company effective August 31, 2023. Due to his termination without cause and in exchange for Mr. Schell signing a general release of claims in favor of the Company, he became eligible for certain benefits pursuant to the Severance Policy during his eighteen-month severance period, which is expected to end on February 28, 2025. Pursuant to the Severance Policy, Mr. Schell is eligible to receive monthly salary continuation payments, adjusted severance period bonuses based on annual cash incentive targets, and continued vesting of his unvested equity awards in accordance with their respective vesting schedules during the severance period. During 2023, Mr. Schell received salary continuation payments in the amount of $166,667 and is eligible to receive up to $583,334 of additional salary continuation payments through February 2025. Mr. Schell received a severance payment in the amount of $304,090 based on his 2023 annual cash incentive target. The first portion of the payment was prorated for the period he was actively employed and based on the Company’s achievement of the financial goals and the strategic performance goals. The second portion of the payment was prorated for the first four months of his severance period through December 31, 2023, and based only on the Company’s achievement of the financial goals. Mr. Schell may receive additional severance period bonuses based only on the Company’s achievement of financial goals and prorated for the remainder of the severance period. Assuming 100% achievement of the financial goals, Mr. Schell would be eligible to receive $406,560 of additional severance period bonus payments in the future. The following equity awards are expected to vest during the severance period (the estimated values are based on the Company’s closing stock price as of December 29, 2023): 9,775 RSUs valued at $1,194,994, with the remainder of his unvested equity awards being forfeited. Mr. Schell received a severance benefit subsidy in the amount of $30,998 and is eligible to receive reimbursement for outplacement services up to $50,000. Further, as Mr. Schell was not eligible for retirement at the time of his departure, he will not receive any SERP benefit payments.

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The benefits listed below are provided in accordance with the Executive Change in Control Retention Agreement, the Severance Policy, applicable equity award agreements, the Management Insurance Program, and the Supplemental Executive Retirement Plan.

(a) A prorated annual cash incentive award for the calendar year of termination, based upon actual performance, amount displayed is at target

(b) Immediate vesting of all unvested equity awards

(c) A lump-sum cash payment equal to four times the executive’s target total cash compensation, net of tax and payable under the Management Insurance Program

(a) A prorated annual cash incentive award for the calendar year of termination, based upon actual performance; amount displayed is at target

(b) Immediate vesting of all unvested equity awards

(c) Continued medical coverage under Arrow’s health plan for one-hundred eighty days

(d) SERP benefit payments begin at normal retirement date but are reduced by the Early Payment Discount to reflect the date of disability

(a) A prorated annual cash incentive award for the calendar year of termination, based upon actual performance, amount displayed is at target

(b) During the eighteen-month severance period (twenty-four-month severance period for the CEO)

i. Salary continuation

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ii. Annual cash incentive award, based upon actual performance, but adjusted for 0% achievement for MBO performance

iii. Equity award vesting continues

iv. Continued medical coverage under Arrow’s health plan or equivalent cash value

(c) SERP benefit payments begin if the termination date is after the earliest retirement date

(d) Reimbursement for outplacement expenses – up to $50,000 ($75,000 for the CEO)

(e) If eligible for normal retirement, equity award vesting continues in accordance with their respective vesting schedules; stock options would remain exercisable for the remainder of their original term

(a) A lump-sum cash payment equal to two times the executive’s target total cash compensation (three times for the CEO)

(b) A prorated annual cash incentive award for the calendar year of termination, based on actual performance, amount displayed is at target

(c) Immediate vesting of all unvested equity awards

(d) Continued medical coverage under Arrow’s health plan for the earlier of (i) twenty-four months (thirty-six months for the CEO) after the termination date and (ii) attaining age 65

(e) SERP benefit payments begin at age 60 based upon Years of SERP Participation as of the termination date, but with no Early Payment Discount

(a) If eligible for normal retirement, equity award vesting continues in accordance with their respective vesting schedules; stock options would remain exercisable for the remainder of their original term

(b) SERP benefit payments begin if the termination date is after the earliest retirement date

(a) The categories “Performance Stock Unit Awards” and “Restricted Stock Unit Awards” include restricted award grants made to the NEOs that were subject to performance criteria that required the Company to achieve non-GAAP net income greater than zero or they would be canceled

(b) PSUs and RSUs are valued as of the closing market price of the Company’s common stock on December 29, 2023

(c) In-the-money stock options are valued based on the difference between the exercise price of the in-the-money options and the closing market price of the Company’s common stock on December 29, 2023

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