Exhibit 10(c)

Arrow Electronics, Inc.
Performance Stock Unit Award Agreement

Executive Committee

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”), effective GRANT DATE (the “Grant Date”), contains the terms of the grant of Performance Stock Units (“PSUs”) by Arrow Electronics, Inc., a New York Corporation (“Arrow” and together with its subsidiaries and affiliates, the “Company”), to PARTICIPANT NAME (the “Grantee” or “you”) under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan, as amended from time to time, (the “Plan”). Capitalized terms used in this Agreement but not defined herein have the meanings given to them in the Plan. The parties agree as follows:

1.General Grant Information. You have received the following grant of PSUs:

a.Date of Grant: GRANT DATE

b.Start of Performance Cycle: January 1, 2026

c.End of Performance Cycle: December 31, 2028

d.Target Number of PSUs: CUSTOM FIELD 1. The number of the Target Number of PSUs set forth in Section 1(e)(i) below shall vest based on the relative ranking of the Company’s Total Shareholder Return (TSR) (such portion of the grant of PSUs, the “rTSR Award”). The number of the Target Number of PSUs set forth in Section 1(e)(ii) below shall vest based on the Company’s ROIC-WACC (such portion of the grant of PSUs, the “ROIC Award”). Performance and vesting of each of the rTSR Award and ROIC Award shall be measured independently, in accordance with the tables below and subject to the limitations set forth in this Agreement.

e.Performance Measures:

(i)Successor Placement. Successor Placement is deemed achieved by the Committee and the President and Chief Executive Officer.

(ii)rTSR Award (SHARES GRANTED PSUs). The relative ranking of the Company’s TSR during the Performance Cycle as compared to the TSR of the other companies within the Peer Group during the Performance Cycle will determine the payout percentage of the rTSR Award as described below, subject to Committee discretion

(1)ROIC must equal WACC before the payout percentage applicable to the rTSR Award is greater than zero percent (0%).

(2)The threshold payout percentage applicable to the rTSR Award is fifty percent (50%) for achieving rTSR performance at the twenty-fifth percentile of the Peer Group.

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(3)The payout percentage applicable to the rTSR Award for rTSR performance is capped at one hundred percent (100%) unless the Company’s TSR is greater than zero.

(4)The maximum payout percentage applicable to the rTSR Award is two hundred percent (200%) for achieving rTSR performance at or above the seventy-fifth percentile of the Peer Group.

	Below Threshold	Threshold	Target	Maximum
Achievement	<25^th percentile	25^th percentile	50^th percentile	≥ 75^th percentile
Payout Percentage	0%	50%	100%	200%

Straight-line interpolation between levels

(iii)ROIC Award (CUSTOM FIELD 2 PSUs). The Company’s ROIC-WACC, with an absolute target based upon an enduring value creation standard as described below, will determine the payout percentage of the ROIC Award, subject to Committee discretion.

(1)The threshold payout percentage applicable to the ROIC Award is fifty percent for achieving ROIC equal to WACC.

(2)The target payout percentage applicable to the ROIC Award is one hundred percent (100%) for achieving ROIC that is 1.5% greater than WACC.

(3)The maximum payout percentage applicable to the ROIC Award is two hundred percent (200%) of the target incentive for achieving ROIC that is 3.0% or more greater than WACC.

	Below Threshold	Threshold	Target	Maximum
Achievement	<0%	≥ 0%	1.5%	≥ 3.0%
Payout Percentage	0%	50%	100%	200%

Straight-line interpolation between levels

f.Eligible for Vesting:

(i)The number of PSUs determined to be eligible for vesting will be based on the actual results achieved by the Company through the Performance Cycle, as determined by the Committee. The maximum number of PSUs that may vest

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in the aggregate is equal to 200% of the Target Number of PSUs, and the number of PSUs that vest may be less than the Target Number of PSUs, down to zero.

(ii)The Committee reserves the right to adjust each payout percentage up or down based on its evaluation of the Company’s performance against key strategic peers.

(iii)The Committee has the authority to exercise negative discretion to reduce the payout percentage applicable to each or both of the rTSR Award and the ROIC Award as low as zero percent (0%). In determining whether to apply negative discretion, the Committee may consider ROIC versus WACC results, the attainment of the combination of the above Performance Measures, its assessment of performance against key strategic peers, and other extraordinary circumstances to align pay-for-performance outcomes, if necessary.

(iv)The applicable payout percentage, as determined by the Committee, will be applied to the Grantee’s rTSR Award and ROIC Award to determine the number of PSUs eligible for vesting under each award. The total number of PSUs eligible for vesting hereunder will be the sum of the number of PSUs elgible for vesting under each award as determined in accordance with the immediately preceding sentence.

The terms “Beginning Price,” “Cause,” “Change of Control,” “Competing Business,” “Disability,” “Ending Price,” “Good Reason,” “Peer Group,” “Retirement,” “Return Factor,” and “TSR,” as used in this Agreement, are defined in Section 15 below.

2.Vesting. As soon as reasonably practicable after the close of the Performance Cycle, the Committee shall determine the level of attainment of each of the Performance Measures, and, based on such determination, the number of PSUs eligible for vesting under each of the rTSR Award and the ROIC Award and the total number of PSUs eligible for vesting under this Agreement shall be calculated. The Committee’s determination shall be conclusive and binding on the Participant and the Company. The total number of PSUs that the Committee determines are eligible to vest shall vest on the date that the PSUs are settled in accordance with Section 3 hereof, provided the Grantee remains employed by the Company through that date, unless otherwise provided in Section 4 below.

3.Settlement of Award. Within thirty (30) days of the Committee’s determination of the total PSUs that are eligible to vest as contemplated under Section 2 hereof, Arrow will issue to you one Share for each vested PSU, as determined in accordance with Sections 1 and 2 above and subject to this Section 3 and Section 4 below. The foregoing notwithstanding, PSUs shall in no event be settled later than March 15 of the calendar year after the last day of the Performance Cycle. Any fractional Shares will be rounded to the nearest whole Share.

4.Eligibility for Earned PSUs. Except for the specific situations addressed in this Section 4, you must be employed by the Company on the date of delivery of the Shares to vest in PSUs or be eligible for any payment under this Agreement.

a.Vesting following Retirement. Except to the extent set forth in the following sentence and subject to Section 4(d) hereof, upon your Retirement prior to the

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date the PSUs are contemplated to be settled under Section 3 hereof, a number of PSUs shall vest based on the actual attainment of the Performance Measures in accordance with Sections 1 and 2 hereof and shall be settled at the time provided under Section 3 hereof (without regard to whether you are employed on the date of settlement), provided that you do not engage or become interested in any Competing Business prior to the settlement date (whether as an owner, partner, director, employee, consultant, or otherwise), in which case the PSUs will be forfeited, and no payment or delivery of Shares will be made therefor. In the event that your Retirement occurs prior to the end of the calendar year in which this Award is granted to you, and subject to Section 4(d) hereof, the number of PSUs that will vest in accordance with the immediately preceding sentence shall be prorated and shall equal the number of PSUs that would otherwise be settled based on the actual attainment of the Performance Measures in accordance with Sections 1 and 2 hereof, multiplied by a fraction, the numerator of which is the number of full months you were actually employed by the Company during the calendar year in which this Award was granted to you and the denominator of which is twelve.

b.Vesting following Certain Terminations. Upon your termination of employment from the Company or the Employer, as applicable, under circumstances in which you are receiving severance payments in the form of salary continuation, any PSUs that are unvested as of the date of your termination will continue to be eligible to vest at the same time provided under Section 2 hereof to the extent they are scheduled to vest during the period you are receiving severance payments, provided you do not engage or become interested in any Competing Business at any time before the vesting date (whether as an owner, partner, director, employee, consultant or otherwise), in which case any unvested portion of the PSUs will be forfeited, and no payment or delivery of Shares will be made therefor.

c.Death or Disability. Upon your termination of employment from the Company or the Employer, as applicable, by reason of death or Disability before the end of the Performance Cycle, the Target Number of PSUs will vest and will be settled within thirty (30) days after your death or your termination of employment resulting from your becoming Disabled. Upon your termination of employment by reason of death or Disability after the end of the Performance Cycle, a number of PSUs will vest based on the actual attainment of the Performance Measures in accordance with Sections 1 and 2 hereof and will be settled at the time provided under Section 3 hereof.

d.Treatment upon Change of Control; Termination of Employment following a Change of Control.

(i)Except to the extent the Board of Directors of Arrow Electronics, Inc. (the “Board”) determines that the treatment in Section 4(d)(ii) shall apply, upon the termination of your employment by the Company or the Employer, as applicable, without Cause, or by you for Good Reason, in either case occurring within two (2) years after a Change of Control of the Company before the settlement date under Section 3, a number of PSUs will vest based on the actual attainment of the Performance Measures as determined in accordance with Sections 1 and 2 hereof and be settled within thirty (30) days after such termination or, if earlier, the time the PSUs are settled in accordance with Section 3 hereof; provided, however, that if the Committee has not yet determined the attainment level of the Performance Measures at the time of your termination of employment, a number of PSUs equal to the Target

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Number of PSUs will vest and be settled within thirty (30) days after such termination or on the settlement date contemplated under Section 3 hereof if such date is earlier.

(ii)If a Change of Control occurs prior to the end of the Performance Cycle and the Board determines that the Performance Measures are not capable of being measured following the closing of the Change of Control, the number of PSUs eligible for vesting shall be calculated assuming that the Performance Cycle ended on the day immediately prior to the date of the Change of Control. The number of PSUs determined to be eligible to vest in accordance with the preceding sentence, after giving effect to any proration of vesting in accordance with Section 4(a), if applicable, shall be converted into time-vesting restricted stock units that vest subject to your continued employment with the Company, the Employer or a successor thereto through the date on which the original Performance Cycle ends, provided however that if your employment has terminated pursuant to Section 4(a) or 4(b) above prior to the date of the Change of Control or, subject to the terms of Section 4(a), your Retirement occurs following the date of the Change of Control, the time-vesting restricted stock units shall continue to vest in accordance with the terms of the applicable Section (the “Time-Vesting RSUs”). Any PSUs that do not convert into Time-Vesting RSUs pursuant to the preceding sentence shall be forfeited for no consideration upon the consummation of the Change of Control and you will have no further rights with respect thereto. The Time-Vesting RSUs shall be settled in the calendar year after the last day of the original Performance Cycle and, in any event, no later than March 15 of such immediately following calendar year. Notwithstanding the foregoing, upon the termination of your employment by the Company or the Employer, as applicable, without Cause, or by you for Good Reason, in either case occurring within two (2) years after a Change of Control of the Company, or in the event of the termination of employment by reason of your death or Disability, the Time-Vesting RSUs shall vest immediately upon such termination.

e.Other Terminations. If your employment ends for any reason (other than described in this Section 4) before the settlement of this Award, this Award will be forfeited, and there will be no payment or delivery of Shares to you related to such forfeited PSUs.

5.Cancellation or Clawback of Awards. In consideration of the grant of this Award to you, you agree that this Award is subject to any Clawback Policies the Company has in place or may adopt from time to time, pursuant to which the Committee may, to the extent permitted by applicable law or the Clawback Policies, and will, to the extent required by applicable law, cancel or require recovery, repayment or clawback of this Award (whether or not vested) or any payments, Shares delivered, or gain therefrom (if so provided under the applicable Clawback Policy) upon vesting, exercise, or settlement of this Award or sale of Shares underlying this Award. In consideration of the grant of this Award to you, you further agree that Section 22.1 of the Plan applies to you and this Award.

6.Restriction Period. For any PSU, the “Restriction Period” begins on the Grant Date and ends on the Settlement Date.

7.Rights of Shareholder. Grantee shall not be entitled to any voting rights or other rights or privileges of ownership of Shares with respect to the PSUs unless and

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until the Committee has determined the number of Shares earned under this Agreement, and such earned Shares are actually delivered to Grantee pursuant to the Agreement.

8.Dividends. In the event that dividends are paid, the Grantee will be credited as of the date each such dividend is paid with additional PSUs having a value equal to the aggregate amount of the dividend that would have been paid with respect to the Grantee’s Target Number of PSUs if they had been actual Shares, based on the Fair Market Value (as defined in the Plan) of a Share on the applicable dividend payment date. Such additional PSUs shall also be credited with additional PSUs as dividends are paid thereafter and shall be subject to the same restrictions and conditions as the PSUs with respect to which they were credited.

9.Transferability. Except as otherwise determined by the Committee, PSUs granted under this Agreement are not transferable by Grantee, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the PSUs, made, or attachment, execution, garnishment, or lien issued against or placed upon the PSUs shall be void.

10.Administration. This Agreement and the rights of Grantee hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for the administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Grantee. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. You can only accept and receive the Award by indicating your acceptance of the terms and conditions set forth in this Agreement. By accepting this Agreement, you accept and agree to all of its terms. If you do not accept this Agreement, your Award will be forfeited.

11.Arrow Electronics Anti-Hedging and Anti-Pledging Policy. You are required to comply with the Arrow Electronics Anti-Hedging and Anti-Pledging Policy with respect to transactions in Shares acquired under the Plan.

12.Personal Data. You hereby explicitly and unambiguously consent to the collection, use, and transfer, in electronic or other form, of your personal data, as described in this Agreement and any other PSUs grant materials by and among, as applicable, your employer (the “Employer”) the Company for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number, or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all PSUs or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

You understand that Data will be transferred to any third parties assisting the Company with the implementation, administration, and management of the Plan. You understand that the recipients of the Data may be located in the United States or

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elsewhere and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, its Subsidiaries and Affiliates, the Employer, and any other possible recipients who may assist the Company (presently or in the future) with implementing, administering, and managing the Plan to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer, and manage your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any Shares acquired upon vesting of the PSUs. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consent herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consent herein purely voluntarily. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you PSUs or other awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

13.Nature of Grant. By participating in the Plan, you acknowledge, understand, and agree that:

a.the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended, or terminated by the Company at any time, to the extent permitted by the Plan;

b.the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants or benefits in lieu of PSUs, even if PSUs have been granted in the past;

c.all decisions with respect to future grants of PSUs, if any, will be at the sole discretion of the Company;

d.the PSU grant and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer, or any Subsidiary or Affiliate, and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any);

e.you are voluntarily participating in the Plan;

f.the PSUs are not intended to replace any pension rights or compensation;

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g.the PSUs, the underlying Shares, and the income and value of the same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

h.the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;

i.no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the PSUs to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;

j.unless otherwise agreed with the Company in writing, the PSUs, the underlying Shares, and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate;

k.for purposes of the PSUs, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in Section 4 of this Agreement or determined by the Company, your right to vest in the PSUs under this Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the PSU grant (including whether you may still be considered to be providing services while on an approved leave of absence); and

l.the following provisions apply only if you are providing services outside the United States: (i) the PSUs, the underlying Shares, and the income and value of same are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the PSUs or of any amount due to you pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.

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14.No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal, and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

15.Definitions. For purposes of this Agreement, the following terms will have the meanings set forth below:

a.“Beginning Price” means the average closing price of a share of the company’s stock for twenty (20) trading days beginning on the first trading day of the Performance Cycle multiplied by the Return Factor on each day. In calculating TSR for any company, the company’s Beginning Price will be equitably adjusted for any stock split or reverse stock split affecting the company’s stock during the Performance Cycle.

b.“Cause” means that the Committee, in its sole discretion, determined that you: (i) intentionally failed to perform your duties for the Company and that failure continues after you receive written warning concerning your failure to perform (this does not mean a mere failure to attain financial goals); (ii) engaged in illegal conduct or gross misconduct which is significantly and demonstrably injurious to the Company; or (iii) violated any provision of the Arrow Worldwide Code of Business Conduct and Ethics or of any other written agreement you may have with the Company. Notwithstanding the foregoing, if you are party to an employment, severance or change in control retention agreement with the Company that contains a definition of “cause’ for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement.

c.“Change of Control” means the occurrence of either of the following events: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) months ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company, or (ii) a majority of the members of the Board is replaced during a twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. Notwithstanding the foregoing (I) if you are party to an employment, severance or change in control retention agreement with the Company that contains a definition of “change of control” or “change in control”, “Change of Control” shall have the meaning ascribed to such term in such agreement and (II) to the extent necessary to avoid the application of any additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A of the Code”), no event shall constitute a “Change of Control” hereunder unless it is a “change in control event” with the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i).

d.“Clawback Policy” or “Clawback Policies” means any policy or policies adopted from time to time by the Board that provides for the recoupment of certain employee compensation in response to certain events, including but not limited to, an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws or an employee’s involvement in any misconduct.

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e.“Closing Price,” for purposes of Beginning Price and Ending Price, means that the closing price of a share of a company’s stock on a particular date shall be determined as follows:

(i)if the shares are listed on the NYSE on that date, the closing price of a share of the company’s stock as reported on the NYSE for that date shall be used; or

(ii)if the shares are not listed on the NYSE but are listed on a national or regional securities exchange (domestic or foreign) other than the NYSE on that date, the closing price of a share of the company’s stock as reported on such other national or regional securities exchange for that date shall be used; (If the company’s stock is listed on more than one national or regional securities exchange other than the NYSE on the particular date, then the following exchange shall be used: the NASDAQ; or if shares are not listed on the NASDAQ, the largest exchange on which the shares are listed.); or

(iii)if neither (i) nor (ii) applies, the Committee shall determine the closing price of a share of the company’s stock in good faith.

f.“Committee” means the Compensation Committee of the Board or a designated subcommittee thereof.

g.“Competing Business” means any business which, directly or indirectly, provides the same or substantially similar products or services as those provided by the organization, business units, or groups for which you worked or had responsibility during your tenure at the Company.

h.“Disability” means due to illness, injury, or a physical or medically recognized mental condition, (i) you are unable to perform your duties and responsibilities with reasonable accommodation for one hundred twenty (120) consecutive calendar days, or one hundred eighty (180) calendar days during any twelve (12) month period, as determined by a physician agreed to by the Company and you, or (ii) you are considered disabled for purposes of receiving/qualifying for long-term disability benefits under any group long-term disability insurance plan or policy offered by Company or one of its Subsidiaries or Affiliates in which you participate; provided, however, that, in either case, you are also determined to be “disabled” within the meaning of Treasury Regulation Section 1.409A-3(i)(4).

i.“Ending Price” means the average closing price of a share of the company’s stock for twenty (20) trading days ending on the last trading day of the Performance Cycle, multiplied by the Return Factor on each day.

j.“Good Reason” means the occurrence of any of the following changes to your employment, provided that the Company does not rescind such changes within thirty days following your written request: (i) a material adverse diminution in your duties and responsibilities; (ii) your base salary is materially reduced, other than in connection with a region-wide or company-wide pay cut/furlough program; or (iii) a material change in the geographic location of your principal place of business of more than fifty (50) miles from your current location. For the avoidance of doubt, a mere change in title and/or reporting relationship shall not be grounds for a claim of “Good Reason.” You will have “Good Reason” to terminate your employment only if such action is taken during the two (2) year period following a Change of Control. Notwithstanding the foregoing, if you are party to an employment or change in control retention

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agreement with the Company that contains a definition of “good reason” for termination of employment, “Good Reason” shall have the meaning ascribed to such term in such agreement.

k.“Peer Group” means the S&P 400 Midcap companies as of the first trading day of the Performance Cycle. A company will be removed from the Peer Group for the entire Performance Cycle in the event the company is acquired, or a company’s stock ceases to be publicly traded during the Performance Cycle; however, in the event of bankruptcy, dissolution, or liquidation of a company during the Performance Cycle, it shall be kept in the Peer Group, assigned a TSR of -100%, and placed at the bottom of the TSR ranking of the Peer Group. If this list does not cover the transaction or other change, the Committee shall determine the treatment of such transaction or other change at its discretion.

l.“Performance Cycle” means the period beginning on the first day of the Performance Cycle and ending on the last day of the Performance Cycle, each as set forth in Section 1 above.

m.“Retirement” means your retirement under a retirement plan of the Company, or one of its Subsidiaries or Affiliates, at or after your normal retirement age or, with the written consent of the Committee, at an early retirement date.

n.“Return Factor” means the cumulative impact of the reinvestment of dividends on each ex-dividend date. The Return Factor starts at 1.00 at the beginning of the Performance Cycle and is updated upon the first and any subsequent ex-dividend dates up until the last trading day of the Performance Cycle. All cash special dividends shall be treated like regular dividends. All spin-offs or share-based dividends shall be assumed to be reinvested in the issuing company on that same date.

o.“ROIC” means the Company’s three-year average Return on Invested Capital during the Performance Cycle.

p.“ROIC-WACC” means the Company’s ROIC minus WACC.

q.“TSR” means that the Committee will calculate a company’s TSR using the formula: (Ending Price divided by Beginning Price) minus 1.

r.“WACC” means the Company’s Weighted Average Cost of Capital during the Performance Cycle.

16.Tax Withholding. You acknowledge that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting, or settlement of the PSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or

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eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) withholding in Shares to be issued upon settlement of the PSUs.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items using applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the maximum rate is used, any over-withheld amount will be refunded to you in cash by the Company or Employer (with no entitlement to the Share equivalent), or if not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

Finally, you agree to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Notwithstanding anything in this Section 16 to the contrary, to avoid a prohibited acceleration under Section 409A of the Code, if Shares subject to the PSUs will be withheld (or sold on your behalf) to satisfy any Tax-Related Items arising before the date of settlement of the PSUs for any portion of the PSUs that are considered nonqualified deferred compensation subject to Section 409A of the Code, then the number of Shares withheld (or sold on your behalf) shall not exceed the number of Shares that equals the liability for Tax-Related Items.

17.Section 409A Compliance. The following provisions shall apply if the Grantee is a U.S. Taxpayer.

Notwithstanding the foregoing provisions of this Agreement, no Shares or amounts payable hereunder in connection with a termination of your employment that are subject to Section 409A of the Code as deferred compensation (and do not qualify for the “short-term deferral” or any other exemption under applicable U.S. Treasury Regulations) and that are payable upon termination of your employment (“Separation Payments”) shall be paid unless the termination constitutes a “separation from service,” within the meaning of Section 409A of the Code. In addition, if you are a “specified

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employee,” within the meaning of Section 409A of the Code, at the time of separation from service, any Separation Payments payable in connection with a separation from service shall instead be paid on the first business day following the earlier to occur of (a) the expiration of the six (6)-month period following your separation from service or (b) your death, if necessary to comply with Section 409A of the Code.

The PSUs are intended to be exempt from or compliant with Section 409A of the Code and the U.S. Treasury Regulations relating thereto so as not to subject Grantee to the payment of additional taxes and interest under Section 409A of the Code or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, the Plan, or both, without the consent of Grantee, in the manner that the Committee may determine to be necessary or advisable in order to comply with Section 409A of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical. This Section 17 does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the PSUs or the delivery of Shares upon vesting/settlement of the PSUs will not be subject to taxes, interest, and penalties or any other adverse tax consequences under Section 409A of the Code. In no event whatsoever shall the Company be liable to any party for any additional tax, interest, or penalties that may be imposed on Grantee by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code or for any action taken by the Committee.

18.Foreign Asset/Account, Exchange Control, and Tax Reporting. You may be subject to foreign asset/account, exchange control, and/or tax reporting requirements as a result of the acquisition, holding, and/or transfer of Shares or cash (including dividends, dividend equivalents, and the proceeds arising from the sale of Shares) derived from your participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside your country. The applicable laws of your country may require that you report such accounts, assets, the balances therein, the value thereof, and/or the transactions related thereto to the applicable authorities in such country. You acknowledge that you are responsible for ensuring compliance with any applicable foreign asset/account, exchange control, and tax reporting requirements, and you should consult your personal legal advisor on this matter.

19.Insider Trading Restrictions/Market Abuse Laws. You acknowledge that, depending on your country, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

20.Electronic Delivery and Acceptance. The Company may, at its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic

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system established and maintained by the Company or a third party designated by the Company.

21.Governing Law and Venue. The PSU grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of New York, without regard to the conflict of law provisions, as provided in the Plan.

For purposes of litigating any dispute that arises under this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York County, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

22.Language. If you have received this Agreement or any other document related to this Agreement translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

23.Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

24.Waiver. You acknowledge that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.

25.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the PSUs, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

[Signature Page Follows]

The parties have entered into this Agreement as of the date first written above by signing where indicated below.

Arrow Electronics, INC.

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