1
EXHIBIT 10.1
EXECUTIVE HEALTH CARE BENEFITS
AND CONSULTING AGREEMENT
This Executive Health Care Benefits and Consulting Agreement is made
and entered into this 19th day of October, 2000, by and between KENT ELECTRONICS
CORPORATION, a Texas corporation (the "Company") and LARRY D. OLSON
("Executive").
WITNESSETH:
WHEREAS, Executive recognizes that one day he will retire from the
employ of the Company after many years of valuable and dedicated service as a
senior executive officer of the Company; and
WHEREAS, the Company desires that Executive enjoy a long and
pleasurable retirement as a well-deserved reward for his many years of
accomplishment for the benefit of the Company; and
WHEREAS, in order to provide an additional measure of financial
security to Executive during his retirement years, the Company desires to
provide Executive and his spouse with continued healthcare coverage and other
benefits upon the terms and conditions herein agreed; and
WHEREAS, the Company desires to retain Executive as an independent
management consultant after his retirement, and Executive desires to perform
such consulting services, upon the terms and conditions herein agreed; and
WHEREAS, the Company and Executive recognize and acknowledge that it is
in their mutual best interests to enter into this Agreement while Executive is
still employed by the Company;
2
NOW, THEREFORE, for and in consideration of the compensation and other
benefits to be paid to and on behalf of Executive hereunder, and the mutual
promises, covenants and undertakings herein contained, the Company and Executive
hereby agree as follows:
1. CONSULTATION SERVICES.
(a) TERM. Executive shall have the option to provide management
consultation services to the Company on an as-needed or on-call basis for a
period commencing on the date that Executive retires from the employ of the
Company and ending on the date of Executive's death or such earlier date as
Executive elects to cease providing such services; provided, however, this
Section 1(a) shall not require the Company to engage Executive for consulting
services or pay him in respect thereof in the event that Executive is terminated
from the employ of the Company for Cause as defined below.
Termination for "Cause" shall mean termination of Executive's
employment with the Company because of (i) any acts or omissions that constitute
Executive's material ongoing breach or failure to perform the material duties of
his position with the Company (other than any such act or omission resulting
from Executive's incapacity due to physical or mental illness, disability or
accident, or any other event or condition beyond Executive's control), which
breach continues after Executive's receipt of written notice by the Company's
Board of Directors setting forth the nature of the breach, and failure of
Executive to correct such breach within 30 business days of his receipt of such
notice; (ii) Executive's conviction of a felony involving conduct causing a
demonstrable and material injury to the business of the Company; or (iii)
Executive's engaging in willful misconduct that has or can reasonably be
expected to have a material adverse effect on the Company, after Executive's
receipt of written notice by the Company's Board of
2
3
Directors of such breach which sets forth the nature of the breach, and failure
of Executive to correct such breach within 30 business days of his receipt of
such notice.
(b) DUTIES. During such period as Executive provides consulting
services pursuant to this Section 1, Executive shall, in the capacity of an
independent contractor, function as an advisor and consultant to the
then-current management of the Company and, in such capacity, Executive shall as
reasonably requested by the then-current chief executive officer of the Company
from time to time (i) furnish his advice, information, judgment and knowledge
with respect to business methods, practices, history, customers, employees and
suppliers of the Company, (ii) generally advise and consult with management
regarding matters affecting the Company's business and affairs, and (iii) attend
meetings and serve on committees as he may be reasonably requested from time to
time to accomplish the foregoing duties. Executive shall be indemnified by the
Company in respect of all services provided by him pursuant to this Section 1 to
the same extent applicable during the period of employment with respect to his
services as an officer of the Company. Executive shall incur no liability to the
Company for any acts or omissions by him in connection with this Section 1 to
the extent Executive acts in good faith in providing any services pursuant
hereto.
(c) EXTENT OF DUTIES. Executive and the Company agree that during
the period described in subsection (a) above, the Company shall have first call
upon the Executive's services not to exceed 12 8-hour days of service per year
(ending on each anniversary date of his retirement) unless Executive otherwise
expressly consents to provide more than 12 days of service; provided, however,
it is further agreed that Executive need not be available during (i) reasonable
vacation periods each year, (ii) periods of illness or other incapacity of
Executive or
3
4
his spouse, (iii) reasonable times allocated to his personal affairs, or (iv)
more than 3 days of service in any 30 day period.
(d) RETAINER. On or before the last day of each fiscal year of the
Company ending on or after the date that Executive retires from the employ of
the Company, and so long as the Executive has not notified the Company of his
election to cease providing such services, the Company shall pay to Executive a
lump sum amount as payment for Executive's agreement to be available to provide
consulting services to the Company as and when requested by the Company during
that year (the "Retainer"). The Retainer shall be an amount equal to $14,000 if
paid on or before the end of the Company's 2001 fiscal year and shall be
increased each year thereafter by ten percent (10 %). The Company shall not be
obligated to pay the Retainer to Executive for a particular year if Executive
has a physical or mental infirmity or disability which is permanent or of an
indefinite and long-lasting duration that will prevent, or is reasonably
expected to prevent, Executive from being able to perform consulting services at
any time during the particular year. The determination of whether Executive has
incurred a physical or mental infirmity or disability which is permanent or of
an indefinite and long-lasting duration that will prevent, or is reasonably
expected to prevent, Executive from being able to perform consulting services at
any time during a particular year shall be made by a physician who shall be
selected by the Company and Executive or Executive's representative. If for any
reason either party fails to select a physician after being requested to do so,
or if the parties cannot agree on the choice of a physician, then either party
may request the President of the Harris County Medical Society to designate the
examining physician. The Company shall pay for any medical examinations
hereunder.
4
5
(e) PER DIEM FEES. The Company shall pay to Executive, as
compensation for his services hereunder as a management consultant, a fee of
$2,000 per day as prorated based on an 8-hour day; provided, however, if
Executive is required to perform services for at least 4 hours in any 24-hour
period, it shall be treated as one 8-hour day. The per diem fee shall be
increased each year (beginning with the Company's 2002 fiscal year) by ten
percent (10 %).
(f) EXPENSES. The Company shall reimburse Executive for reasonable
expenses which Executive determines were necessary in the performance of his
consulting duties hereunder. Such reimbursement shall be made as soon as
administratively practicable following presentment by Executive of itemized
accounts of expenditures and approval thereof by the Company, which approval
shall not be unreasonably withheld.
(g) WORKING FACILITIES. Executive shall be provided with office
space and appropriate support services at the Company's Houston offices as
needed to fulfill any consulting assignment. Without limiting the scope of the
previous sentence, to the extent that Executive is covered under the consulting
portion of this Agreement and he so desires, the Company shall provide Executive
with a private, furnished office commensurate with his executive position with
the Company at the time of his retirement, telephone, secretarial, and
reasonable postage for business matters related to the Company.
(h) INDEPENDENT CONTRACTOR. It is expressly understood and agreed
that Executive shall act as an independent contractor in the undertaking of all
consulting assignments hereunder; Executive is not an employee of, nor employed
by, the Company. Executive shall utilize his own means and methods of
accomplishing the consulting projects assigned to him by the Company from time
to time and shall not be subject to the supervision, direction or control of the
Company with respect to the details of such work.
5
6
Executive shall function solely as an independent contractor;
therefore, it is expressly understood and agreed that, with respect to the
duties described in subsection (b) of this Section 1, no employee-employer
relationship shall exist between the Company and Executive with respect to
Executive's provision of consulting services hereunder. Accordingly, after the
date of his retirement from the employ of the Company, (i) Executive shall have
no right to be covered, or accrue service credit, as an active employee under
any of the employee benefit plans or programs maintained by the Company for its
employees, except to the extent set forth in this Agreement, and (ii) the
Company shall have no right or responsibility to withhold from Executive's
consultation fees or any other taxable income provided to Executive or his
spouse hereunder, any federal income tax withholding, FICA taxes, unemployment
taxes or other taxes or amounts required to be withheld from the compensation of
employees under any state or federal law or regulation.
At the end of each calendar year during the term of this Agreement,
the Company shall provide IRS Forms 1099 (or its successor) to Executive and to
his spouse, as applicable, that show the amounts paid hereunder to or on behalf
of Executive and his spouse, as applicable, during the calendar year that are
required to be included in the taxable income of Executive or his spouse, as
applicable, for such year. Taxable income shall be determined by the Company in
accordance with applicable tax laws and regulations.
2. HEALTH CARE BENEFITS.
(a) CONTINUATION COVERAGE UNDER HEALTH CARE PLAN. The Company shall
continue to cover Executive and the spouse to whom Executive was married as of
the date of his termination from the employ of the Company (hereinafter referred
to as "Spouse") under the group health care plan maintained by the Company to
provide medical, dental and prescription
6
7
drug benefits for employees and their dependents (such group health care plan or
its successor(s) is referred to as the "Health Care Plan"). The coverage of
Executive and his Spouse under the Health Care Plan shall continue for each of
their lives without interruption. In the event of any change to the Health Care
Plan following the date of Executive's termination from the employ of the
Company, Executive and his Spouse shall be treated consistently with the
then-current chief executive officer of the Company (or its successor) with
respect to the terms and conditions of coverage and other substantive provisions
of the Health Care Plan. The provisions of this Section 2 shall (i) be effective
regardless of the reason for Executive's termination of employment with the
Company, (ii) survive the termination of this Agreement for whatever reason
unless Executive otherwise consents in writing, and (iii) be separate from, and
not in any way dependent upon, Executive's provision of consulting services
pursuant to Section 1 hereof.
The Company and Executive hereby agree that the intent and purpose
of this Section 2 is to provide continuation coverage for Executive and his
Spouse under the Health Care Plan which is essentially similar to the coverage
that was being provided to such persons as of the effective date of Executive's
termination from the employ of the Company. The Company and Executive
acknowledge that future events cannot be foreseen, and it is not possible to
provide an exhaustive list of all contingencies; accordingly, the Company hereby
accepts and agrees that it has a responsibility and contractual obligation
hereunder to provide Executive and his Spouse with such essentially similar
health care coverage during the remainder of their lives in consideration for
Executive's past service as an executive officer of the Company
If the Health Care Plan is ever terminated and not replaced with a
similar plan providing the same coverage in all material respects, and the
Company and any other members of its controlled group (as defined in Sections
414(b), (c), (m) or (o) of the Internal Revenue
7
8
Code of 1986, as amended (the "Code") or any successor provisions of the Code or
its successor) do not provide medical, dental and prescription drug benefits to
officers and their dependents under a similar plan that can provide coverage to
Executive and his Spouse which is the same, in all material respects, to the
coverage that was being provided to them under the Health Care Plan, the Company
or its successor shall purchase conversion or other individual insurance
policy(ies) for Executive and his Spouse. Such policy(ies) shall provide
coverage which, in all material respects, is the same as the coverage that was
being provided to Executive and his Spouse under the Health Care Plan as of its
termination date.
The continuation coverage under the Health Care Plan (or its
successor) provided to Executive and his Spouse pursuant to this Agreement shall
continue and remain in full force and effect until the later of (i) Executive's
date of death or (ii) his Spouse's date of death.
The health care continuation coverage provided pursuant to the
provisions of this Section 2 is completely independent from Executive's
provision of consulting services pursuant to Section 1 hereof. Section 2
provides retiree health care coverage to Executive and his spouse, and such
coverage does not depend on whether Executive performs any consulting or other
services for the Company after his retirement.
In consideration for the receipt of any health care benefits
hereunder, Executive and his Spouse agree to assist the Company in procuring or
maintaining their health care coverage, including, without limitation,
submitting to usual and customary medical examinations if reasonably requested
by the Company.
(b) MEDICARE. Executive and his Spouse hereby agree and consent to
acquire and maintain any and all coverage that either or both of them are
entitled to at any time during their lives under the Medicare program or any
similar or succeeding plan or program that is
8
9
sponsored or maintained by the United States Government or any agency thereof
(hereinafter referred to as "Medicare"). The coverage described in the
immediately preceding sentence includes, by way of illustration and not
limitation, parts A and B of Medicare and any catastrophic coverage that may
become available. Executive and his Spouse further agree and consent to pay all
required premiums and other costs for Medicare coverage from their personal
funds, and such payments are not related to payments for any consulting services
that may be performed by Executive pursuant to Section 1 hereof. The maintenance
of all available Medicare coverage by Executive and his Spouse is an integral
part of this Section 2 of the Agreement and, if such coverage is available and
not maintained, the Company may offset or reduce any payments provided to, or on
behalf of, Executive or his Spouse under the Health Care Plan by any amount that
the Board of Directors of the Company in good faith (after consultation with
qualified counsel) determines would have been paid by Medicare.
(c) COORDINATION OF BENEFITS. The coverage provided under the Health
Care Plan to Executive and his Spouse shall be secondary to Medicare; therefore,
the Health Care Plan shall only cover those items and expenses which are
eligible to be covered under the Health Care Plan to the extent not covered by
Medicare. Coverage under the Health Care Plan shall be specifically coordinated
with Medicare such that Medicare shall provide the primary coverage for
Executive and/or his Spouse and the Health Care Plan shall provide the secondary
coverage. In the event that under controlling law, Medicare cannot be deemed to
provide the primary coverage for any item or expense that is covered by both the
Health Care Plan and by Medicare, then, in such event only, the Health Care Plan
shall be deemed to provide the primary coverage, and Medicare shall be deemed to
provide the secondary coverage, with respect to such item or expense only.
9
10
The Company may, in its discretion, pay the premiums for Executive and
his Spouse for coverage under any insurance policy(ies) (issued by an insurance
company licensed to conduct business in the State of Texas that has at least an
A rating by A.M. Best & Co.), which policy(ies) provide medical insurance
coverage that is designed to supplement Medicare coverage. In the event that the
Company purchases any such policy, the continued coverage of the Executive and
his Spouse under the Health Care Plan shall be specifically coordinated with,
and tertiary to the full extent possible under applicable law, to the coverage
provided under Medicare and such supplemental Medicare policy so that the Health
Care Plan shall only provide coverage for those covered expenses under the
Health Care Plan to the extent not paid under Medicare or the supplemental
Medicare policy.
(d) COST OF COVERAGE.
(i) HEALTH CARE PLAN. Executive and his Spouse shall be required to
pay monthly premiums for their coverage under the Health Care Plan.
Following Executive's termination of employment with the Company for
whatever reason, Executive and his Spouse shall be provided with
continuation coverage under the Health Care Plan pursuant to, and in
accordance with, the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended ("COBRA"). After expiration of the maximum period of
continuation coverage provided under COBRA; Executive and his Spouse
shall continue their participation in the Health Care Plan by
continuing to pay monthly premiums to the Company. Each monthly premium
shall be in an amount equal to the applicable premium that is charged
by the Company for the purchase of COBRA continuation coverage, which
premiums shall be computed in accordance with COBRA and the regulations
and other authority issued thereunder. Consequently, after expiration
of the
10
11
maximum period of continuation coverage provided under COBRA, Executive
and his Spouse shall continue their participation in the Health Care
Plan for the remainder of their lives by paying monthly premiums to the
Company that are equal in amount to the premiums charged to individuals
who are receiving COBRA coverage under the Health Care Plan. Executive
and his Spouse shall pay the applicable premium for family coverage (or
at the premium rate for an individual with one dependent, if
applicable) for their coverage under the Health Care Plan to the extent
it is less than the individual premiums for two individuals.
If the parties do not agree on other appropriate procedures for
premium payments, each month the Company shall invoice Executive for
the premium for continued coverage under the Health Care Plan for the
next ensuing month for Executive and his Spouse. If payment is not
received within 30 days following the invoice date, Company shall
notify Executive and his Spouse by telephone and by certified or
registered mail, and Executive and his Spouse shall have an additional
30 days from the documented date of notification in which to make
payment to the Company. If payment is not received by the expiration of
this second 30 day period, the coverage of Executive and his Spouse
under the Health Care Plan may be discontinued in the discretion of the
Company; provided, however, coverage shall not be discontinued if (A)
payment was not received by the Company as the result of circumstances
outside the control of Executive and his Spouse or (B) another
reasonable explanation exists for the failure of Executive and his
Spouse to pay the monthly premium or for the failure of Company to
receive such payment. In that event, Executive and his Spouse shall
make the required payment as soon as practicable under the
circumstances then existing.
11
12
(ii) MEDICARE COVERAGE. In accordance with subsection (b) of this
Section 2, Executive and his Spouse shall be responsible for paying the
applicable premiums for Medicare coverage; provided, however, the
amount of their premium paid for Medicare coverage shall reduce,
dollar-for-dollar, the amount of the premium charged to Executive and
his Spouse by the Company, pursuant to subsection (d)(i) of this
Section, for coverage under the Health Care Plan. Executive and his
Spouse shall provide reasonable verification to Company concerning
their Medicare premiums so Company can compute the amount of the offset
in premiums charged for coverage under the Health Care Plan.
(iii) SUPPLEMENTAL MEDICARE POLICY. If the Company should decide, in
the exercise of its discretion pursuant to subsection (c) of this
Section 2, to purchase a supplemental Medicare policy on behalf of
Executive and his Spouse, the premiums paid for such policy shall be at
the sole expense of the Company.
(iv) MEDICAL EXPENSE REIMBURSEMENT PLAN. Following termination of
Executive's employment with the Company for any reason, Executive and
his Spouse shall nevertheless continue to participate in the medical
expense reimbursement plan maintained by the Company for the benefit of
its eligible officers (the "Medical Expense Reimbursement Plan"). In
that respect, Executive and his Spouse shall be reimbursed by the
Company within thirty (30) days after submission of receipts
substantiating deductibles, co-payments, and other such out-of-pocket
payments made by Executive or his Spouse with respect to
medically-related expenses of Executive or his Spouse that are not
reimbursable under the Health Care Plan,
12
13
Medicare or any supplemental Medicare policy, as applicable. However,
premiums paid for coverage under the Health Care Plan, Medicare or any
supplemental Medicare policy shall not be reimbursable under the
Medical Expense Reimbursement Plan.
(e) PAYMENT OF TAXES. The Company shall not be responsible for the
payment of any taxes which may be imposed on Executive or his Spouse as the
result of receiving coverage under the Health Care Plan, any supplemental
Medicare policy, or the Medical Expense Reimbursement Plan. At the end of each
calendar year during the term of this Agreement, the Company shall provide any
required IRS Forms 1099 (or its successor) to Executive and to his Spouse that
show the amounts paid to or on behalf of Executive and his Spouse during the
calendar year that are required to be included in the taxable income of
Executive or his Spouse, as applicable, for such year. Taxable income shall be
determined by the Company in accordance with applicable tax law and regulation.
(f) MAXIMUM LIFETIME BENEFIT UNDER HEALTH CARE PLAN. The lifetime,
aggregate, maximum benefit under the Health Care Plan (or its successor) shall
apply separately and individually to Executive and to his Spouse and, in no
event, shall the lifetime, aggregate, maximum benefit be less than $2,000,000,
as individually determined for each of Executive and his Spouse.
(g) CLAIMS; NO OBLIGATION FOR INSURED BENEFITS. All claims incurred
by Executive or his Spouse for coverage or reimbursement of covered expenses
under the Health Care Plan or the Medical Expense Reimbursement Plan (or any
other welfare benefit plan or program that covers Executive or his Spouse
hereunder) shall be submitted to, and processed by, the employee benefits office
of the Company, unless Executive or, if Executive predeceases his Spouse, his
Spouse, agree in writing to another claims procedure.
13
14
3. ASSISTANCE IN LITIGATION.
If so requested by the Company at any time during the term of this
Agreement after Executive's date of termination of employment with the Company
for any reason other than for Cause (as defined in Section 1(a) hereof),
Executive shall, upon reasonable notice. furnish such information and assistance
to the Company in connection with any litigation, arbitration or other dispute
or controversy in which the Company or any of its affiliates is, or may become,
involved and in which Executive is not involved as an adverse or potentially
adverse party. The assistance described in the immediately preceding sentence
shall be considered the provision of consulting services subject to the per diem
arrangement described in Section 1 hereof.
4. FACILITY OF PAYMENT.
If the Executive or his Spouse, as the case may be, shall become
physically or mentally incapacitated, in the opinion of a physician selected
pursuant to the procedures described in Section 1(d) hereof, to receive or
properly receipt for any payment hereunder, the Company may make such payment
(i) to Executive on behalf of his incapacitated Spouse or to Executive's Spouse
on behalf of the incapacitated Executive, as the case may be, or (ii) to the
legal guardian of such incapacitated Executive or Spouse, with each such payment
intended for the use and benefit of the incapacitated Executive or Spouse, as
the case may be. Any such payment made by the Company shall, to the extent
thereof, constitute full and complete acquittance and discharge of the Company's
obligations hereunder. The Company shall have no duty to oversee, or to
otherwise be responsible for, the application of any such payment.
5. CONFIDENTIAL INFORMATION.
Executive agrees not to disclose to any person not employed by the
Company, or not engaged to render services to the Company, any confidential
information pertaining to the
14
15
Company or its subsidiaries which was obtained while Executive was in the employ
of the Company or as the result of performing consulting services hereunder,
including, without limitation, any of the Company's customer lists, pricing and
cost schedules, methods of inventory or distribution, or trade secrets;
provided, however, that this provision shall not preclude Executive from use or
disclosure of information known generally to the public or of information not
considered confidential by persons engaged in the business conducted by the
Company or from disclosure required by law or court order.
This Section 5 shall not prohibit Executive from contacting any
persons or entities with whom Executive had contact during his employment with
the Company, or conducting any business with any such person or entity to the
extent not inconsistent with the immediately preceding paragraph.
6. SUCCESSORS.
(a) ASSIGNMENT BY EXECUTIVE. This Agreement is personal to Executive
and without the prior written consent of the Company shall not be assignable by
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Executive's legal
representatives. This Agreement shall further inure to the benefit of
Executive's Spouse as set forth herein.
(b) ASSIGNMENT BY COMPANY. In the event that any person or entity,
or any group of persons or entities acting in concert (such person, entity or
group being referred to as the "Successor"), proposes to acquire, directly or
indirectly, beneficial ownership of all or substantially all of the stock,
assets or business of the Company, whether such change in ownership or control
is to occur by merger, sale, lease or otherwise, the Company shall require the
Successor, as a condition to consummation of the transaction pursuant to which
the
15
16
Successor would acquire such beneficial ownership or control, to assume and
agree to perform all duties and obligations of the Company under this Agreement
and the Medical Expense Reimbursement Plan in the same manner and to the same
extent that the Company is required to perform hereunder. Any such express
assumption and agreement to perform shall be evidenced by a written document
which is signed by both the Company and the Successor. If the Company should
fail, for any reason, to obtain the express assumption of its duties and
obligations hereunder by the Successor prior to consummation of the transaction
pursuant to which such succession or change in control occurs, consummation of
such transaction shall in no way release, reduce, limit or otherwise alter the
duties and obligations of the Company under this Agreement, and, furthermore, in
any event this Agreement shall remain fully binding upon and enforceable against
the Company in accordance with its terms and provisions.
7. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, without reference to principles of conflict of
laws.
8. NOTICES.
All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Larry D. Olson
6402 Taimer Ct.
Sugar Land, Texas 77479
If to the Company: Kent Electronics Corporation
7433 Harwin Drive
Houston, Texas 77036-2015
Attention: Board of Directors
16
17
or to such other address as any party shall have furnished to the other party in
writing in accordance herewith. Notices and other communications shall be
effective when received.
9. SEVERABILITY.
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable or invalid, such provision shall be interpreted
to be only so broad as is enforceable and valid.
10. WAIVER.
No term or provision of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any term or
provision of this Agreement, except by a written instrument signed by the party
charged with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein. Furthermore, unless
specifically stated therein, each written waiver hereunder shall operate only as
to the specific event with respect to which the term or provision was waived,
and shall not constitute a waiver of such term or provision for any past or
future event.
11. WITHHOLDING.
The Company may withhold from any amounts payable under this
Agreement such federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation; provided, however, that the
Company shall not be the employer of Executive or his Spouse after the effective
date of Executive's termination from the employ of the
17
18
Company. The Company shall not withhold any amount for taxes from any payment or
other benefit provided to, or on behalf of, Executive or his Spouse under this
Agreement, except to the extent otherwise required by controlling law or
regulation which cannot be waived.
12. SAVINGS CLAUSE.
Should any valid federal, state or local law, or any final
determination of any administrative agency or court of competent jurisdiction,
affect any term or provision of this Agreement, the term or provision so
affected shall be automatically conformed to the law or determination without
the need for an amendment to this Agreement, and otherwise this Agreement shall
continue in full force and effect.
13. CONSTRUCTION.
The words "herein," "hereof," "hereunder," and other similar
compounds of the word "here" shall refer to the entire agreement, not to any
particular Section, subsection, term or provision of this Agreement. Whenever
the context so requires, words of the masculine gender used herein shall include
the feminine and neuter, and words used in the singular shall include the
plural. Headings of Sections and subsections as used herein are inserted solely
for convenience and reference and are not to be interpreted as part of the
construction of this Agreement.
14. AMENDMENT.
This Agreement may not be amended, modified or terminated other than
by a written agreement executed by the parties hereto or by their respective
successors or legal representatives.
18
19
15. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument. It shall not be necessary that any single counterpart
hereof be executed by all parties so long as each party executes at least one
counterpart.
IN WITNESS WHEREOF, Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Company has caused this
Agreement to be executed in its name and on its behalf, all as of the day and
year first above written.
COMPANY:
ATTEST: KENT ELECTRONICS CORPORATION
By: /s/ Stacy Wood By: /s/ Morrie K. Abramson
---------------------------- -------------------------------
Name: Stacy Wood Name: Morrie K. Abramson
-------------------------- Title: Chairman of the Board
Title: Executive Assistant
-------------------------
WITNESS: EXECUTIVE:
By: /s/ Mark Zerbe
-----------------------------
Name: Mark Zerbe /s/ Larry D. Olson
-------------------------- -----------------------------------
LARRY D. OLSON
I, Betty Ellen Olson, as the legal spouse of Larry D. Olson, do hereby
represent that I have read and understood this Agreement and, further, that I
consent to, and agree to abide and be bound by, the terms, provisions,
conditions and limitations contained herein.
WITNESS: SPOUSE:
By: /s/ Mark Zerbe
-----------------------------
Name: Mark Zerbe /s/ Betty E. Olson
-------------------------- -----------------------------------
BETTY ELLEN OLSON
19
20
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on October 23, 2000 by
Morrie K. Abramson, Chairman of the Board of Kent Electronics Corporation, a
Texas corporation, on behalf of said corporation.
/s/ Charlene Floyd
----------------------------------,
Notary Public in and for the
State of Texas
My commission expires: 01-14-04
------------
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on October 20, 2000 by Larry
D. Olson, an individual, in his personal capacity.
/s/ Charlene Floyd
----------------------------------,
Notary Public in and for the
State of Texas
My commission expires: 01-14-04
------------
THE STATE OF TEXAS Section
COUNTY OF HARRIS Section
This instrument was acknowledged before me on October 20, 2000 by Betty
Ellen Olson, an individual, in her personal capacity.
/s/ Charlene Floyd
----------------------------------,
Notary Public in and for the
State of Texas
My commission expires: 01-14-04
------------
20