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EXHIBIT 99(b)
SECOND AMENDMENT TO INDEMNIFICATION AGREEMENT
---------------------------------------------
THIS SECOND AMENDMENT is made and entered into on this _____
day of __________, 1994 at Cleveland, Ohio, by and between PIONEER-STANDARD
ELECTRONICS, INC., an Ohio corporation ("Corporation"), and _______________
("Officer").
WITNESSETH THAT:
WHEREAS, Officer is an executive officer of Corporation and in
such capacity is performing a valuable service for Corporation and its
shareholders; and
WHEREAS, Corporation and Officer entered into a certain
Indemnification Agreement, dated as of _________ __, 199_, as amended on July
24, 1990 (the "Indemnification Agreement"); and
WHEREAS, it is the desire of Corporation and Officer to amend
the Indemnification Agreement in accordance with the terms hereof (the "Second
Amendment"); and
WHEREAS, on January 25, 1994, the Board of Directors of
Corporation approved in good faith the Second Amendment in accordance with the
requirements of paragraph 14(c) of the Indemnification Agreement; and
WHEREAS, since the Board of Directors of Corporation approved
in good faith the Second Amendment, paragraph 14(c) of the Indemnification
Agreement sets forth that the Second Amendment need not be submitted to the
shareholders for subsequent approval or ratification; and
WHEREAS, paragraph 14(c) of the Indemnification Agreement also
requires that any Amendment to the Indemnification Agreement be in writing and
properly executed;
NOW, THEREFORE, in consideration of the premises and the
mutual understandings of the parties, IT IS AGREED, as follows:
1. Section 1 of the Indemnification Agreement shall be deleted in
its entirety and replaced as follows:
1. INDEMNITY OF OFFICER. Corporation hereby
agrees to indemnify and hold harmless Officer from loss or
liability, including any and all fees and expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid
in settlement actually and reasonably incurred by Officer or
his or her spouse in connection with any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise
(including specifically an action by or in the right of the
Corporation) to which Officer is, was or at any time becomes a
party, or is threatened to be made a party, by reason of the
fact that Officer is, was or at any time becomes a director,
officer, employee or agent of Corporation, or is or was
serving or at any time serves at the request of Corporation as
a director, officer, employee, trustee, or agent of another
corporation, partnership, joint venture, trust or other
enterprise, to the maximum extent now authorized or permitted
by the provisions of the Regulations and
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Ohio Statute, or by any subsequent amendment(s) thereto or
other Regulations or statutory provisions authorizing or
permitting such indemnification which are adopted after the
date hereof by the shareholders of the Corporation or the
State of Ohio, respectively. It is the intent of this
Agreement that the Officer shall be fully and completely
indemnified by either the Corporation or the D&O Insurance (or
a combination thereof) to the absolute maximum permitted by
law and except to the extent absolutely prohibited by law on
the grounds of illegality as finally determined by a court of
competent jurisdiction after all presumptions are made in
favor of the Officer and from which no appeal is or can be
taken by Officer.
2. Section 3 of the Indemnification Agreement shall be deleted in
its entirety and replaced as follows:
3. ADDITIONAL INDEMNITY. "Loss to or liability
of Officer" as used in this Agreement shall include any and
all fees and expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement actually and
reasonably incurred by Officer or his or her spouse in
connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (including specifically an action
by or in the right of the Corporation) to which Officer is,
was or at any time becomes a party, or is threatened to be
made a party, by reason of the fact that Officer is, was or at
any time becomes a director, officer, employee or agent of
Corporation, or is or was serving or at any time serves at the
request of Corporation as a director, officer, employee,
trustee, or agent of another corporation, partnership, joint
venture, trust or other enterprise.
3. EFFECTIVE DATE. The effective date of this Second Amendment
shall be ______________ __, 1994.
IN WITNESS WHEREOF, the parties have executed this Second
Amendment to the Indemnification Agreement on the date and at the place first
above written.
ATTEST: PIONEER-STANDARD ELECTRONICS, INC.
_______________________________ By:_____________________________
ATTEST:
________________________________ _____________________________
431/15154FUB.418
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EXHIBIT 99(b)
SECOND AMENDMENT TO INDEMNIFICATION AGREEMENT
---------------------------------------------
THIS SECOND AMENDMENT is made and entered into on this _____
day of __________, 1994 at Cleveland, Ohio, by and between PIONEER-STANDARD
ELECTRONICS, INC., an Ohio corporation ("Corporation"), and _______________
("Director").
WITNESSETH THAT:
WHEREAS, Director is a member of the Board of Directors of
Corporation and in such capacity is performing a valuable service for
Corporation and its shareholders; and
WHEREAS, Corporation and Director entered into a certain
Indemnification Agreement, dated as of _________ __, 199_, as amended on July
24, 1990 (the "Indemnification Agreement"); and
WHEREAS, it is the desire of Corporation and Director to amend
the Indemnification Agreement in accordance with the terms hereof (the "Second
Amendment"); and
WHEREAS, on January 25, 1994, the Board of Directors of
Corporation approved in good faith the Second Amendment in accordance with the
requirements of paragraph 14(c) of the Indemnification Agreement; and
WHEREAS, since the Board of Directors of Corporation approved
in good faith the Second Amendment, paragraph 14(c) of the Indemnification
Agreement sets forth that the Second Amendment need not be submitted to the
shareholders for subsequent approval or ratification; and
WHEREAS, paragraph 14(c) of the Indemnification Agreement also
requires that any Amendment to the Indemnification Agreement be in writing and
properly executed;
NOW, THEREFORE, in consideration of the premises and the
mutual understandings of the parties, IT IS AGREED, as follows:
1. Section 1 of the Indemnification Agreement shall be deleted in
its entirety and replaced as follows:
1. INDEMNITY OF DIRECTOR. Corporation hereby
agrees to indemnify and hold harmless Director from loss or
liability, including any and all fees and expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid
in settlement actually and reasonably incurred by Director or
his or her spouse in connection with any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise
(including specifically an action by or in the right of the
Corporation) to which Director is, was or at any time becomes
a party, or is threatened to be made a party, by reason of the
fact that Director is, was or at any time becomes a director,
officer, employee or agent of Corporation, or is or was
serving or at any time serves at the request of Corporation as
a director, officer, employee, trustee, or agent of another
corporation, partnership, joint venture, trust or other
enterprise, to the maximum extent now authorized or permitted
by the provisions of the Regulations and
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Ohio Statute, or by any subsequent amendment(s) thereto or
other Regulations or statutory provisions authorizing or
permitting such indemnification which are adopted after the
date hereof by the shareholders of the Corporation or the
State of Ohio, respectively. It is the intent of this
Agreement that the Director shall be fully and completely
indemnified by either the Corporation or the D&O Insurance (or
a combination thereof) to the absolute maximum permitted by
law and except to the extent absolutely prohibited by law on
the grounds of illegality as finally determined by a court of
competent jurisdiction after all presumptions are made in
favor of the Director and from which no appeal is or can be
taken by Director.
2. Section 3 of the Indemnification Agreement shall be deleted in
its entirety and replaced as follows:
3. ADDITIONAL INDEMNITY. "Loss to or liability
of Director" as used in this Agreement shall include any and
all fees and expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement actually and
reasonably incurred by Director or his or her spouse in
connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (including specifically an action
by or in the right of the Corporation) to which Director is,
was or at any time becomes a party, or is threatened to be
made a party, by reason of the fact that Director is, was or
at any time becomes a director, officer, employee or agent of
Corporation, or is or was serving or at any time serves at the
request of Corporation as a director, officer, employee,
trustee, or agent of another corporation, partnership, joint
venture, trust or other enterprise.
3. EFFECTIVE DATE. The effective date of this Second Amendment
shall be ______________ __, 1994.
IN WITNESS WHEREOF, the parties have executed this Second
Amendment to the Indemnification Agreement on the date and at the place first
above written.
ATTEST: PIONEER-STANDARD ELECTRONICS, INC.
_______________________________ By:______________________________
ATTEST:
________________________________ ______________________________
431/15154FVA.418
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