Exhibit 10(z)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT between PIONEER-STANDARD
ELECTRONICS, INC., an Ohio corporation (the "Company"), and JAMES L. BAYMAN
("Bayman"), dated January 29, 2002, effective April 1, 2002.
W I T N E S S E T H:
WHEREAS, the Company and Bayman are parties to that certain Employment
Agreement dated April 26, 2000, effective April 1, 2000 (the "Agreement");
WHEREAS, the Agreement contains certain provisions regarding, inter
alia, the nature of Bayman's commitments, duties and responsibilities during the
Period of Transition (as such term is defined in the Agreement);
WHEREAS, the Company and Bayman desire to amend the Agreement to
reflect an increase in Bayman's commitments, duties and responsibilities during
the Period of Transition and the compensation payable to him by the Company as a
result of such increase, and to make certain other modifications in connection
therewith.
NOW, THEREFORE, the parties hereby agree that the Agreement is hereby
amended as follows effective April 1, 2002:
1. The last sentence of Section 3.04 is hereby deleted, and the
following is hereby inserted in lieu thereof:
"Throughout the first year of the Period of Transition,
Bayman shall retain his present office location at the
corporate offices of the Company. For the remainder of the
Period of Transition, Bayman shall be provided with an
appropriate office which shall be mutually acceptable to
Bayman and his successor as Chief Executive Officer."
2. Section 3.05 is hereby deleted, and the following is hereby inserted
in lieu thereof:
"3.05 PERIOD OF TRANSITION. The following shall apply to the Period
of Transition:
(a) EMPLOYMENT DUTIES AND RESPONSIBILITIES. Throughout the
Period of Transition, Bayman shall serve in an advisory capacity to
the Chief Executive Officer and shall perform such tasks as shall be
reasonably requested of him from time to time by the Chief Executive
Officer. In addition, during the first year of the Period of
Transition, Bayman shall be regularly available as requested by the
Chief Executive Officer to assist in evaluating industry and market
conditions, evaluating corporate opportunities, assisting in any
related merger, acquisition
and consolidation activities, developing strategic plans, and
undertaking similar corporate development activities.
(b) BOARD MEMBERSHIP. Bayman shall make himself available to
serve as a nominee for election by the shareholders of the Company
as a Director of the Company and, if elected, agrees that at all
times during the Period of Transition, Bayman shall make himself
available to serve and continue to serve as a member of its Board of
Directors.
(c) BOARD CHAIRMANSHIP. Bayman shall stand for election as a
Class B Director of the Company at the Annual Meeting of
Shareholders of the Company to be held in 2002, and, assuming that
he is so elected, agrees to continue to serve, at the discretion of
the Board of Directors, as Chairman of the Board of Directors
through March 31, 2003.
(d) AVAILABILITY. During the first year of the Period of
Transition, as requested by the Chief Executive Officer, Bayman
shall devote his full time and undivided attention during normal
business hours to the business and affairs of the Company, except
for reasonable vacations afforded the Company's executive officers
and except for illness or incapacity. Thereafter, Bayman shall
devote no more than five (5) days per month during normal business
hours to the business affairs of the Company as requested from time
to time by the Chief Executive Officer, except for illness or
incapacity. Notwithstanding the foregoing, nothing in this Agreement
shall preclude Bayman at any time from devoting reasonable time
required for serving as a director or member of an advisory
committee of any organization involving no conflict of interest with
the interests of the Company, from engaging in charitable and
community activities, and from managing his personal affairs,
provided that such activities do not materially interfere with the
regular performance of his duties and responsibilities under this
Agreement."
3. Section 4.01(b) is hereby amended by adding the following:
"Notwithstanding the foregoing, for all services rendered by
Bayman in any capacity during the first year of the Period of
Transition, Bayman shall be paid as compensation (x) a base
salary, payable not less often than monthly, at a rate of
$450,000 per year and (y) a cash bonus, payable as a single sum
on March 31, 2003, of $200,000. Such bonus shall be treated for
purposes of this Agreement as an earned incentive bonus under the
Annual Incentive Plan for the Company's fiscal year ending March
31, 2003."
4. The reference to Section 8(a) in Section 8.01 is hereby changed
to a reference to Section 8.01.
5. Except as amended by the foregoing, the provisions of the
Agreement are ratified and confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to the Agreement as of the date first above written.
ATTEST: PIONEER-STANDARD ELECTRONICS, INC.
/s/ Lawrence N. Schultz By /s/ Arthur Rhein
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Arthur Rhein
President and Chief Operating Officer
ATTEST:
/s/ Lawrence N. Schultz /s/ James L. Bayman
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James L. Bayman
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