Grant Conditioned Upon Performance. Your grant of Restricted Stock Units is conditioned upon Arrow meeting certain performance criteria established by the Compensation Committee of Arrow’s Board of Directors (the “Committee”). The Committee has determined that your Award will be conditioned upon the Company having Net Income, as determined in accordance with U. S. General Accounting Principles, greater than zero dollars during the fiscal year in which the Grant Date occurs. Immediately following the end of the fiscal year in which the Grant Date occurs, but prior to the first anniversary of the Grant Date, the Committee will certify whether or not the performance measure has been met. If the Committee fails to certify whether the performance measure was satisfied or determines that the performance measure has not been met, your Restricted Stock Units will be forfeited in its entirety effective as of immediately prior to the first anniversary of the grant Date and there will be no payment or delivery of Shares to you related to such forfeited Restricted Stock Units.

Settlement Conditioned upon Termination Requirements. Notwithstanding any provision in this Agreement to the contrary (but except as provided in Section 10(b) hereof), in the event that # the vesting and settlement of RSUs and any Dividend Equivalents in connection with a Termination of Employment is conditioned on the Grantee’s execution and delivery of a release or a non-competition agreement and # the settlement period commences in one calendar year and ends in the next calendar year (where the portion of the settlement period in the next calendar year contains at least one business day), the RSUs and any Dividend Equivalents held by a U.S. Taxpayer will be settled in the second calendar year.

Performance Cash Grant. The Company hereby grants Holder the right to earn and vest in up to a maximum of ​ (the “Performance Cash”). On the Delivery Date, the Performance Cash entitles the Holder to receive a lump sum payment of cash equal to the amount of Earned Performance Cash up to and including the Maximum Performance Cash.

Any Award may be granted as a Performance-Based Award. As determined by the Committee in its sole discretion, the grant, vesting, exercisability, and/or settlement of any Performance-Based Award shall be conditioned on the attainment of performance goals based upon one or more Performance Criteria during a performance period established by the Committee.

Grant of Performance Units/ Performance Shares. Subject to the terms and provisions of the Plan, the Compensation Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Compensation Committee shall determine.

Grant of Performance Stock Units. Performance Stock Units may be granted to Participants in such number, and upon such terms and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of Performance Stock Units shall not represent the grant of Shares but shall represent a promise to deliver Shares or cash based on the satisfaction of performance and, if applicable, service conditions. Each grant of Performance Stock Units shall be evidenced by an Award Agreement.

Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to the Employee a target award (“Target Award”) of «X Total PSUs» Performance Share Units (“PSUs”). Each unit represents the right to receive one Share. Subject to satisfaction of the terms and conditions of this Agreement and the Plan, the PSUs shall be settled in Shares. No dividend equivalent rights are payable with respect to the PSUs.

On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby grants to the Participant a target number of Performance RSUs equal to ​ (the “Target RSU Award”). The actual number of Performance RSUs which the Participant will earn under this Agreement will be finally determined based upon the Company’s Relative Total Shareholder Return and Free Cash Flow achievements for the period commencing on January 1, 2015 and ending on December 31, 2017 (the “Performance Period”), in accordance with the provisions of [Exhibit A] attached to this Agreement and made a part hereof.

Employer Contributions Conditioned on Deductibility. Employer Contributions to the Plan are conditioned on deductibility under Code Section 404. In the event that the Internal Revenue Service shall determine that all or any portion of an Employer Contribution is not deductible under that Section, the nondeductible portion shall be returned to the Employer within one year of the disallowance of the deduction. In addition, reversions of Employer contributions (including earnings or losses attributable thereto) are permitted within one year after the applicable determination date, if the reversion is due to a good faith mistake of fact. The maximum amount that may be returned to the Employer in the case of a mistake of fact or the disallowance of a deduction is the excess of # the amount contributed, over, as relevant, (2) (A) the amount that would have been contributed had no mistake of fact occurred, or # the amount that would have been contributed had the contribution been limited to the amount that is deductible after any disallowance by the Internal Revenue Service.

Certification in writing as to the level of each Performance Objective attained for each Plan Period, and that other material terms upon which payment of Incentive Awards was conditioned have been satisfied.