Exhibit 10(ff)
AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT
AND NON-COMPETITION AGREEMENT
THIS AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT AND
NON-COMPETITION AGREEMENT ("Amendment") by and between Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), and Xxxxxxx X. Xxxxxx
(Employee"), is dated as of the 30th day of January, 2003.
WHEREAS, the Company and the Employee are parties to a Change of
Control Agreement dated as of February 25, 2000 (the "Change of Control
Agreement"); and
WHEREAS, the Company and the Employee are parties to a Non-Competition
Agreement dated as of February 25, 2000 (the "Non-Competition Agreement"); and
WHEREAS, the Company and the Employee desire that certain
modifications be made to the Change of Control Agreement, in consideration for
which the Company and the Employee have agreed to certain modifications to the
Non-Competition Agreement; and
WHEREAS, Section 8(c) of the Change of Control Agreement and Section 9
of the Non-Competition Agreement permit the parties thereto to amend such
agreement, respectively, in a writing signed by each party.
1
NOW, THEREFORE, in consideration of the parties' mutual desire to
modify the Change of Control Agreement and the Non-Competition Agreement, and
the mutual covenants herein contained, the parties agree as follows effective as
of the date of execution of this Agreement:
PART I - CHANGE OF CONTROL AGREEMENT
Part I of this Amendment shall amend the terms of the Change of
Control Agreement as set forth herein. Capitalized terms used in this Part I not
otherwise defined shall have the meanings ascribed to them in the Change of
Control Agreement.
1. The introductory paragraph to Section 3.1 of the Change of Control
Agreement shall be deleted, and the following shall be inserted therefor:
"3.1. Without Cause. If, at any time prior to the date that is twelve
(12) months subsequent to the Effective Date, the Employee's
employment with the Company shall be terminated either (i) by the
Company without Cause, or (ii) by the Employee for Good Reason, in
accordance with Section 3.4 below:"
2. Section 3.2 of the Change of Control Agreement shall be deleted,
and the following shall be inserted therefor:
"3.2. Cause or Voluntary Termination. If the Employee's employment
shall be terminated either (i) by the Company for Cause or (ii) by the
Employee voluntarily other than for Good Reason in accordance with
Section 3.4 below, this Agreement shall terminate without further
obligations of the Company to the Employee hereunder."
3. After Section 3.3 of the Change of Control Agreement, a new
paragraph 3.4 shall be inserted, as follows:
"3.4. Good Reason. As used herein, "Good Reason" shall mean (a) any
material adverse change in Employee's responsibilities; (b)
substantial reduction in target annual compensation; or (c) any
requirement that Employee relocate to a facility that is more than 50
miles from his current location. If the Employee claims that he is
terminating his employment
for Good Reason, then the Employee may, within 30 days of the event
constituting Good Reason, give written notice to the company of the
Employee's intent to terminate his employment for Good Reason. If the
event which the Employee claims to constitute Good Reason is not cured
within 30 days following the date of such notice (the "Cure Period"),
the employee shall have 10 days following the Cure Period to invoke
his right to terminate his employment for Good Reason. If the Employee
fails to provide timely written notice, or if Employee fails to
terminate his employment within 10 days following the Cure Period,
then the Employee's right to terminate employment for Good Reason with
respect to such event shall be permanently waived.
PART II - NON-COMPETITION AGREEMENT
Part II of this Amendment shall amend the terms of the Non-Competition
Agreement as set forth herein. Capitalized terms used in this Part II not
otherwise defined shall have the meanings ascribed to them in the
Non-Competition Agreement.
3. Section 3 of the Non-Competition Agreement shall be deleted, and
the following shall be inserted therefor:
"3. Duration. Employee may terminate this Agreement at any time and
such termination shall be effective on the date of his or her notice,
unless otherwise mutually agreed. Similarly, the Company has the right
to terminate this Agreement and Employee's employment at any time,
with or without advance notice or cause. Should the Company terminate
the Employee's employment without cause, the Company will continue to
pay the employee monthly base salary, target incentive and benefit
coverage for twenty-four (24) months (the 'severance payments'). In
the event that (1) Employee's employment is terminated for cause or
(2) Employee voluntarily resigns from employment with the company,
then the Company shall have no obligation for severance payments under
this provision. Absolutely no one except the President and Chief
Executive Officer of the Company may change this 'at will'
relationship, and then only in writing. Employee acknowledges that any
reliance on any representations, oral or otherwise, contrary to 'at
will' employment is unreasonable and shall not form the basis for any
actions or forbearances on his or her part."
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Change of Control Agreement and Non-Competition Agreement as of the date first
above written.
Xxxxxxx X. Xxxxxx PIONEER-STANDARD ELECTRONICS, INC.
------------------------------------- ("Company")
("Employee")
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxx
------------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxx Xxxxxx Xxxxx
President and Chief Executive
Officer
