8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 6, 2006

ARROW ELECTRONICS, INC.

(Exact Name of Registrant as Specified in its Charter)

NEW YORK	1-4482	11-1806155
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

50 MARCUS DRIVE, MELVILLE, NEW YORK	11747
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 847-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 20.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On September 6, 2006, Arrow Electronics, Inc. (the “Company”) entered into an Amendment to Employment Agreement and Release (the “Amendment Agreement”) with Edward Coleman, President of Arrow Enterprise Computing Solutions, providing for his resignation effective September 7, 2006, and amending the terms of his Employment Agreement with the Company dated September 12, 2005.

The full text of the Amendment Agreement, a copy of which is filed herewith as Exhibit 10.1, is hereby incorporated herein by reference.

Item 8.01. Other Events

On September 7, 2006, the Company issued a press release announcing that M. Catherine Morris has been named Acting President of Arrow Enterprise Computing Solutions while the Company conducts a search for a permanent successor.

The full text of the press release, a copy of which is filed herewith as Exhibit 99.1, is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a)	Financial Statements of Business Acquired:
	Not applicable.
(b)	Pro Forma Financial Information:
	Not applicable.
(c)	Shell Company Transactions:
	Not applicable.
(d)	Exhibits:

Exhibit No.	Description
10.1	Amendment Agreement between Arrow Electronics, Inc. and Edward Coleman, dated September 6, 2006
99.1	Press Release issued by Arrow Electronics, Inc., dated September 7, 2006.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARROW ELECTRONICS, INC.
Date: September 8, 2006	By:	/S/ Peter S. Brown
	Name:	Peter S. Brown
	Title:	Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement between Arrow Electronics, Inc. and Edward Coleman, dated September 6, 2006
99.1	Press Release issued by Arrow Electronics, Inc., dated September 7, 2006.

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EX-10.1

Exhibit 10.1

AMENDMENT
TO
EMPLOYMENT AGREEMENT AND RELEASE

     AMENDMENT, made this 6th day of September 2006, to that certain employment agreement dated September 12, 2005 (the “Employment Agreement”), by and between Arrow Electronics, Inc., a New York corporation with its principal operating office at 50 Marcus Drive, Melville, New York 11747 (“Arrow”), and Edward Coleman, residing at 1829 Hidden Point Road, Annapolis, MD 21409 (“Executive”).

RECITALS

     WHEREAS, Executive is currently employed by Arrow as Senior Vice President and President of Arrow’s Enterprise Computing Solutions. In that connection Arrow and Executive entered into the Employment Agreement, which sets forth the principal terms and conditions of Executive’s employment with Arrow. Among those terms and conditions is the continued employment of Executive in accordance with the terms of the Employment Agreement;

     WHEREAS, Executive has advised Arrow that he wishes to resign his position with Arrow effective September 7, 2006;

     WHEREAS, Arrow is prepared to waive the notice requirement under the Employment Agreement and accept the Executive’s resignation on the terms set out herein; and

     WHEREAS, The parties wish to amend the Employment Agreement to establish the terms concerning the termination of Executive’s employment with Arrow and to resolve any and all claims in connection therewith.

     NOW, THEREFORE, for $1 and other good and valuable consideration, and in consideration for the mutual promises and agreements set forth below, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. Resignation. Effective September 7, 2006, Executive has resigned from his employment with Arrow and all corporate officer positions that he holds in any of Arrow’s subsidiaries or affiliates (the “Resignation Date”). Arrow acknowledges and agrees that any notice requirements set forth in the Employment Agreement are hereby waived, and the parties acknowledge that for all purposes under the Employment Agreement, the “Employment Period” shall be deemed to have ended on the Resignation Date.

     2. Provisions Survive. It is understood that the termination of Executive’s employment with Arrow shall not relieve Executive of any continuing obligations imposed upon Executive in the Employment Agreement, (including, without limitation, its provisions with respect to the survival of covenants, the severability or modification of its terms by a court of competent jurisdiction, non-compete, no hiring or solicitation, choice of laws, and trade secrets and non-disclosure thereof). Unless specifically defined in this Amendment, terms defined in the Employment Agreement and used herein shall have the meaning ascribed to them in the Employment Agreement.

     3. No Detrimental Communications. Executive agrees that he will not disclose or cause to be disclosed any negative, adverse or derogatory comments or

information about Arrow, about any product or service provided by Arrow, or about Arrow’s prospects for the future. Furthermore, Executive represents that he has made no such communication to any public official, to any person associated with the media, or to any other person or entity. Executive acknowledges that Arrow relies upon this representation in agreeing to enter into this Agreement. Arrow’s Executive Committee and officers will not make any disparaging or negative statement against Executive. Nothing in this Section will be construed to prevent the parties from giving truthful testimony in response to direct questions asked pursuant to a lawful subpoena or other legal process during any legal proceeding involving the Executive or Arrow.

     4. Executive Release. In consideration of all of the foregoing provisions, Executive hereby releases Arrow and its agents and employees from and against any and all claims (statutory, contractual or otherwise) arising out of his 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 herein. Without limiting the foregoing, Executive hereby releases Arrow from any claim under the Age Discrimination in Employment Act and any other similar law. Nothing contained herein shall be construed as preventing Executive from providing information to or making a claim with any governmental agency to the extent permitted or required by law. This release shall, 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 exceptions to the release set forth in this paragraph shall be any benefits to which Executive may be entitled under any Arrow Executive stock or benefit program and pursuant to the terms thereof and Executive’s rights to enforce this Amendment.

     5. Arrow Release. As a material inducement for Executive to enter into this Amendment to the Employment Agreement, Arrow hereby releases Executive from and against any and all claims relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Arrow may possess arising from any actions or inactions in relation to the Executive’s duties performed at the company on or before the date of this Amendment including, without limitation, any and all claims relating to or arising from Executive’s employment relationship with Arrow and the termination of that relationship; PROVIDED that such released claims shall not include any claims (i) to enforce Arrow’s rights hereunder, or with respect to the Employment Agreement, or (ii) in connection with any fraud, willful misconduct, gross negligence or criminal act on the part of the Executive.

     6. Cooperation. The Executive shall make himself available to Arrow following the Resignation Date to assist Arrow, at mutually convenient times and places, with respect to pending and future litigations, arbitrations, governmental investigations or other dispute resolutions relating to matters that arose during the Executive’s employment with Arrow; provided, in each case, such cooperation shall not apply to any litigations, arbitrations, governmental investigations or other dispute resolutions in which Executive and Arrow are, or could reasonably be expected to become, adverse parties.

     7. Directors and Officers Insurance Coverage and Indemnification. As a material inducement for Executive to enter into this Amendment to the Employment Agreement, Arrow agrees that Executive shall continue receive the same coverage under Arrow’s Directors and Officers Insurance (“D&O”) policy with respect to matters arising out of his services performed at Arrow, as is now in effect and as may be in effect from time-to-time hereafter and that the amount of such coverage shall be no less

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than that afforded to any director or executive officer of Arrow under Arrow’s current D&O policy or under any commercially reasonable successor D&O policy or professional liability coverage as Arrow may from time-to-time hereafter acquire. In addition, Arrow shall indemnify and hold Executive harmless to the fullest extent provided by its Articles of Incorporation and By-laws as they exist on the date hereof with regards to actions or inactions in relation to the Executive’s duties performed at Arrow on or before the date of this Amendment.

     8. No Other Severance, Payments Or Benefits. Except as otherwise expressly provided herein, Executive hereby acknowledges and agrees that he is not entitled to any other compensation or benefits from Arrow in connection with his resignation of employment or otherwise and that, except as expressly set forth herein or in your Employment Agreement, Executive is not entitled to any severance or similar benefits under any plan, program, policy or arrangement, whether formal or informal, written or unwritten.

     9. Rescission/Advice of Counsel. Executive acknowledges that Arrow advised him to consult with an attorney prior to signing this release; advised him that he had twenty-one (21) days in which to consider whether he should sign this release. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) day consideration period. Executive further acknowledges that Arrow has advised him that if he signed this release, he would be given seven (7) days following the date on which he signed the release to revoke it and that the release would not be effective until after this seven-day period had lapsed. Therefore, no payments called for by Arrow herein shall be made until the expiration of such revocation period.

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

ARROW ELECTRONICS, INC.
By:	/s/ Peter S. Brown
	Peter S. Brown
	Senior Vice President and General Counsel

THE EXECUTIVE
 

/s/ Edward Coleman  

Edward Coleman 

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EX-99.1

Exhibit 99.1

ARROW ELECTRONICS, INC.
50 MARCUS DRIVE
MELVILLE, NEW YORK 11747 631-847-2000	NEWS

M. CATHERINE MORRIS APPOINTED ACTING PRESIDENT OF
ARROW ENTERPRISE COMPUTING SOLUTIONS

—J. EDWARD COLEMAN TO BECOME CEO OF GATEWAY, INC.—

FOR IMMEDIATE RELEASE

MELVILLE, N.Y., September 7, 2006 — Arrow Electronics, Inc. (NYSE:ARW) announced that J. Edward Coleman, President of Arrow Enterprise Computing Solutions (ECS), has resigned from Arrow to become Chief Executive Officer of Gateway, Inc. M. Catherine Morris has been named Acting President of Arrow ECS while the company conducts a search for a permanent successor.

“Cathy has extensive experience in the ECS business and knows our customers and suppliers well. Her role in developing our strategic initiatives for ECS and her extensive operating experience will ensure the continued success of this very important business. I am pleased that she has agreed to step into this critical role during this time,” said William E. Mitchell, Chairman, President and Chief Executive Officer of Arrow Electronics, Inc. “We thank Ed Coleman for his time at Arrow and we wish him success at Gateway,” added Mr. Mitchell.

Ms. Morris, with more than 25 years experience in computer products and electronic components distribution, has held a number of senior leadership roles within Arrow. She served as a senior member of the ECS team for over three years with overall responsibilities for finance, operations, logistics, marketing and business development, and IT. Ms. Morris holds a bachelor’s degree in finance from Colorado State University.

About Arrow Electronics
Arrow Electronics is a major global provider of products, services and solutions to industrial and commercial users of electronic components and computer products. Headquartered in Melville, New York, Arrow serves as a supply channel partner for nearly 600 suppliers and more than 130,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of over 270 locations in 53 countries and territories.

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Contact:	Ira M. Birns
	Vice President and Treasurer
	631-847-1657
Media Contact:	Jacqueline F. Strayer
	Vice President, Corporate Communications
	631-847-2101