EXHIBIT 10(dd)
EXECUTION COPY
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT between
PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (the "Company"), and
STEVEN M. BILLICK ("Billick"), dated June 11, 2002, effective April 1, 2002.
W I T N E S S E T H:
WHEREAS, the Company and Billick are parties to that certain
Employment Agreement dated April 26, 2000, effective April 24, 2000 (the
"Agreement");
WHEREAS, the Agreement contains certain provisions, inter
alia, regarding the Company's and Billick's respective rights and obligations in
connection with a Change in Control (as such term is defined in the Agreement);
WHEREAS, the Company and Billick desire to amend the Agreement
to remove the provision enabling Billick to receive certain special Change in
Control benefits due to his voluntary termination without Good Reason during the
one-year period following a Change in Control, impose a "Good Reason" standard
for a voluntary termination during that period, modify the benefits and payments
to which Billick may become entitled in connection with a Change in Control, 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. Section 7.02 is hereby deleted, and the following is
hereby inserted in lieu thereof:
"7.02 Change in Control. If, during the one (1) year period
following a Change in Control of the Company as defined in
Section 15.02 hereof, Billick is discharged or voluntarily
terminates his employment for Good Reason as defined in
Section 15.03 hereof, there shall be paid or provided to
Billick, his dependents, beneficiaries and estate, as
liquidated damages or severance pay, or both, the following:
(a) (i) The base compensation provided for
in Section 4.01(a)(i) hereof for
the month in which termination
shall have occurred at the rate
being paid at the time of
termination; plus
(ii) An incentive cash bonus calculated
based upon his earned incentive cash
bonus under the Annual Incentive
Plan for the then current fiscal
year, pro rated for the then current
fiscal year through his date of
termination; plus
(iii) An amount equal to the product of
twenty-four (24) times his monthly
base salary at the rate being paid
at the time of termination; plus
(iv) An amount equal to two (2) times his
target incentive cash bonus under
the Annual Incentive Plan for the
then current fiscal year.
Such amounts shall be paid to Billick in one payment
immediately upon his termination of employment.
(b) For the two (2) year period following the
date of his termination of employment,
Billick, his dependents, beneficiaries and
estate, shall continue to be entitled to all
benefits provided pursuant to Section 5.01
hereof which are payable pursuant to the
terms of the applicable plan or practice,
and service credit for benefits under all
employee benefit plans of the Company,
including, without limitation, the Company's
Retirement Plan, Supplemental Executive
Retirement Plan and Benefit Equalization
Plan referred to in Section 5.01 hereof,
upon the same basis as immediately prior to
termination and, to the extent that such
benefits or service credit for benefits
shall not be payable or provided under any
such plans to Billick, his dependents,
beneficiaries and estate, by reason of his
no longer being an employee of the Company
as the result of termination, or any such
plan, program or arrangement is discontinued
or the benefits thereunder are materially
reduced, the Company shall provide Billick,
his dependents, beneficiaries and estate, as
appropriate, a benefit or payment which
places Billick, his dependents,
beneficiaries and estate in at least as good
of an economic position (taking into account
the favorable economic tax and legal
characteristics customary for such plans,
policies or arrangements) as if the benefit
to which such persons were entitled to
receive under such plans, programs and
arrangements immediately prior to
termination had been paid.
Any termination of Billick's employment which either
is (x) a termination by the Company other than for Cause or
(y) a voluntary resignation by Billick after the occurrence of
an event which would constitute Good Reason under Section
15.03 hereof, which termination or resignation occurs within
the period commencing on the commencement date of a tender
offer for the Company's Common Shares, the execution of a
letter of intent or the execution of a definitive agreement
which, in each case, could reasonably be expected to lead to a
Change in Control as defined in Section 15.02 hereof, and
ending on either (A) the date of the Change in Control
resulting from such tender offer or the consummation of the
transaction contemplated by such letter of intent or such
definitive agreement, as the case may be, or (B) the date as
of which the Board of Directors determines in good faith that
such tender offer has been withdrawn or has reached a final
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conclusion not resulting in a Change in Control or the
transaction contemplated by such letter of intent or such
definitive agreement is not to be consummated or if
consummated, will not lead to a Change in Control, as the case
may be, shall be deemed to be a termination under this Section
7.02.
An election by Billick to terminate his employment
under the provisions of this Section 7.02 shall not be deemed
a voluntary termination of employment by Billick under Section
7.03 hereof. Further, an election by Billick to terminate his
employment under this Section shall not be deemed to be a
voluntary termination of employment for a Good Reason under
Section 7.04 hereof."
2. Section 8.01 is hereby deleted, and the following is
hereby inserted in lieu thereof:
"8.01 Non-Competition. During the Period of Employment and the
two (2) year period following the termination of his
employment (except in the case of involuntary discharge or
voluntary termination of employment for Good Reason, as
defined in Section 15.03 hereof, within one (1) year after a
Change in Control), Billick shall not become an officer,
director, joint venturer, employee, consultant or five percent
(5%) shareholder (directly or indirectly), or promote or
assist (financially or otherwise), any entity which competes
with any business in which the Company or any of its
affiliates are engaged as of the date of such termination of
employment. Billick understands that the foregoing
restrictions may limit his ability to engage in certain
business pursuits during the period provided for herein, but
acknowledges that he will receive sufficiently higher
remuneration and other benefits from the Company hereunder
than he would otherwise receive to justify such restriction.
Billick acknowledges that he understands the effect of the
provisions of this Section 8(a), and that he has had
reasonable time to consider the effect of these provisions,
and that he was encouraged to and had an opportunity to
consult an attorney with respect to these provisions."
3. Section 8.03 is hereby deleted, and the following is
hereby inserted in lieu thereof:
"8.03. Noninterference. Billick shall not, at any time during
the Period of Employment or within the two (2) year period
after his employment is terminated with the Company (except in
the case of involuntary discharge or voluntary termination of
employment for Good Reason, as defined in Section 15.03
hereof, within one (1) year after a Change in Control),
without the prior written consent of the Company, directly or
indirectly, induce or attempt to induce any employee, agent or
other representative or associate of the Company to terminate
his or her employment, representation or other relationship
with the Company, or in any way directly or indirectly
interfere with any relationship between the Company and its
suppliers or customers."
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4. Effective for periods beginning on and after April 1,
2002, references to the Annual Incentive Plan shall be deemed to refer to
Billick's applicable annual incentive cash bonus arrangement.
5. Except as amended by the foregoing, the provisions of
the Agreement are ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 to the Employment Agreement as of the date first above written.
ATTEST: PIONEER-STANDARD ELECTRONICS, INC.
/s/ Richard A. Sayers By /s/ Arthur Rhein
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Arthur Rhein
President and Chief Operating Officer
ATTEST:
/s/ Richard A. Sayers /s/ Steven M. Billick
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Steven M. Billick
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