Unassociated Document


    EMPLOYMENT
AGREEMENT

     

    EMPLOYMENT AGREEMENT (the
“Agreement”) dated
April 28, 2010 by
and between Nu Horizons
Electronics Corp. (the “Company”) and Martin Kent (the
“Executive”).

     

    The
Company desires to employ Executive and to enter into an agreement embodying the
terms of such employment;

     

    Executive
desires to accept such employment and enter into such an agreement;

     

    In
consideration of the promises and mutual covenants herein and for other good and
valuable consideration, the parties agree as follows:

     

    1.      Term of
Employment.  Subject to the provisions of Section 9 of
this Agreement, Executive shall be employed by the Company for a period
commencing on May 3, 2010 (the “Effective Date”) and ending on the fourth
anniversary of the Effective Date (the “Initial Term”) on the terms and subject
to the conditions set forth in this Agreement. The Initial Term shall be
automatically extended for successive one-year periods (the “Additional Terms”)
unless either party provides at least ninety (90) days’ written notice of its
intent not to extend the term of the Agreement. The Initial Term and any
Additional Terms shall be referred to as the “Employment Term.” In the event of
delivery of such notice, the Agreement and Executive’s employment shall
terminate at the end of the Initial Term or Additional Term, as the case may be.
The provisions of Sections 10 of this Agreement shall survive any
termination of this Agreement or Executive’s termination of employment
hereunder.

     

    2.      Position.

     

    a.           During
the Employment Term, Executive shall serve as the Company’s President and Chief
Executive Officer.  The Executive shall report to the Company’s Board
of Directors (the “Board”) regarding the Company’s business
operations.  The Executive shall oversee and manage the affairs of the
Company’s business, and shall have overall supervision and control of the
Company’s day-to-day business activities consistent with the Company’s past
business practices.  During the Employment Term, the Executive shall
be granted such additional authority as may be required from time to time by the
Board, consistent with the Executive’s position with the Company.

     

    b.           The
Executive shall be nominated to serve as a member of the Board.  Upon
any election of the Executive to serve on the Board or the board of directors of
any of the Company’s subsidiaries or affiliates, he will serve as a director
thereof without additional compensation.

     

    c.           During
the Employment Term, Executive shall perform faithfully and loyally and to the
best of Executive’s abilities, the duties assigned to Executive
hereunder.  Executive shall use Executive’s best efforts, skills, and
abilities to promote the business and interests of the Company in a professional
manner.  During the Employment Term, Executive will devote Executive’s
full business time and best efforts to the performance of Executive’s duties
hereunder and will not engage in any other business, profession or occupation
which would conflict or interfere with the rendition of such services, either
directly or indirectly, without the prior written consent of the
Board.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    d.           Executive
shall provide services hereunder primarily from the Company’s offices in
Coventry, England until he secures the appropriate visa to work in the United
States, after which Executive shall provide services primarily from the
Company’s offices in Melville, New York.  Executive agrees to
cooperate with the Company in providing documentation that will facilitate the
issuance of a visa for this purpose.

     

    3.      Base
Salary.  During the Employment Term, the Company shall pay
Executive a base salary at the annual rate of $425,000 (the “Base Salary”),
payable in regular installments in accordance with the Company’s usual payment
practices for senior executives.

     

    4.      Bonus
Compensation.  In addition to Base Salary, Executive shall be
entitled to an incentive bonus for each fiscal year during the Employment Term,
based upon Executive’s performance relative to specified quantitative goals (the
“Quantitative Bonus”) and qualitative goals (the “Qualitative Bonus” and,
together with the Quantitative Bonus, the “Bonus”) to be mutually agreed, which
goals will be approved by the Board and the Compensation Committee of the Board
in respect of each such fiscal year. The Bonus shall be paid to Executive no
later than 30 days following the delivery to the Company by its independent
registered public accounting firm of such firm’s signed, final report with
respect to the Company’s consolidated financial statements for the applicable
completed fiscal year. In order for any Bonus to be earned and received by
Executive, Executive must be employed and in good standing on the last day of
the relevant fiscal year.

     

    a.           Quantitative Bonus:
The Quantitative Bonus, if any, will be in amount up to 70% of the Executive’s
Base Salary (i.e.
$297,500) (the “Maximum Quantitative Bonus”).  The amount of the
Quantitative Bonus will be calculated based on reaching a minimum achievement
goal (the “Minimum”), at which level Executive shall begin to have the right to
receive a portion of such Quantitative Bonus, a target achievement goal (the
“Target”), where Executive shall have the right to receive one-half of the
Maximum Quantitative Bonus, and an overachievement goal (the “Maximum”), where
Executive shall have the right to receive the maximum incentive amount of the
Maximum Quantitative Bonus. The actual incentive payment amount will be
calculated, based on actual results attained, prorated on a straight-line basis
between the Minimum and the Target, or the Target and the Maximum, as
applicable.

     

    
      	
               
      

            	
              (i)

            	
              For
      the Company’s fiscal year ending February 28, 2011 (“Fiscal 2011”), the
      Quantitative Bonus will be calculated based on the Company’s achievement
      of certain levels of consolidated pre-tax income in an amount to be
      determined, and may exclude the impact of charges for extraordinary,
      unusual, non-recurring or other items that the Compensation Committee
      determines should not be included.  The Quantitative Bonus
      payable to Employee shall be calculated, based on actual results of the
      Company in respect of Fiscal 2011, prorated on a straight-line basis
      between the Minimum and the Target, or the Target and the Maximum,
      whichever is applicable.

            


    

     

    
      
         


      

      
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    b.           Qualitative Bonus:
The Qualitative Bonus, if any, shall be in an amount up to 30% of the
Executive’s Base Salary (i.e. $127,500), with a target
bonus in an amount equal to 15% of the Executive’s Base Salary (i.e. $63,750). The
Qualitative Bonus amount will be such amount as the Board and the Compensation
Committee shall determine in their sole and absolute discretion.  All
or any portion of the Qualitative Bonus may be paid in the form of stock
compensation in the sole and absolute discretion of the Board and Compensation
Committee.

     

    5.      Stock
Options:  On the business day following the date hereof, the
Board will grant to Executive options to acquire 360,000 shares of the Company’s
common stock (the “Stock Options”).  The Stock Options will have the
terms set forth below and be otherwise subject to the terms of the Company’s
2002 Key Employee Stock Incentive Plan:

     

    a.           an
exercise price equal to the closing stock price on the date of
grant;

     

    b.           a
term of 10 years from the date of grant;

     

    c.           vest
in four equal annual installments commencing on the first anniversary of the
date of grant; provided, that Executive shall not be permitted to exercise any
such vested options unless the closing stock price of the common stock shall be
no less than $5.00 per share for at least 10 consecutive trading days prior to
the date of exercise; and

     

    d.           automatically
become fully exercisable without regard to price in the event of a sale or
change of control of the Company.

     

    6.      Employee
Benefits.

     

    a.           Executive
and his spouse shall be entitled to all benefits available to other of the
senior executives and their spouses, including health, dental and other
insurance programs and 401(k) plans, if any, subject in each case to the
generally applicable terms and conditions of the plan or program in
question.  Notwithstanding the foregoing, these benefits may be
modified or eliminated at the Company’s sole discretion, at any time, without
compensation or notice to Executive.

     

    b.           Executive
shall be entitled to four weeks’ paid vacation annually.  Vacation
shall be taken at such times so as not to materially interfere with the
performance of Executive’s duties hereunder and the schedule of which shall be
as mutually agreed upon by Executive and the Company.  Executive may
not carry forward accrued unused vacation, if any, to any subsequent calendar
year.

     

    c.           During
Executive’s employment hereunder, the Company shall provide the Executive with a
monthly car allowance of $1,000.

     

    d.           The
Company shall reimburse the Executive for twelve (12) round-trip business class
airline tickets from the United Kingdom to New York during the first year
of Employment Term to be used by Executive and/or Executive’s family
members. For the purposes of this Agreement, “family members” shall mean
Executive’s spouse, parents, children and siblings, whether by blood, marriage
or adoption.

     

    
      
         


      

      
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    7.      Relocation Expenses.
The Company shall reimburse Executive for living expenses actually incurred by
Executive to live on Long Island, New York before he moves into a permanent
residence on Long Island during the first year of the Employment Term in an
amount not to exceed $30,000.  The Company shall reimburse Executive
for the reasonable moving costs and expenses incurred by the Executive in
connection with the physical move to the Long Island, New York area in an
amount not to exceed $50,000.  The Company shall reimburse Executive
for legal expenses associated with the physical move to the Long Island,
New York area in an amount not to exceed $5,000.

     

    8.      Reimbursement of
Expenses.  During the Employment Term, the Executive may incur
reasonable expenses in connection with conducting and promoting the business and
affairs of the Company, including expenses for travel and similar items, subject
to reasonable limitations and restrictions set by the Company from time to
time.  The Company will reimburse the Executive for such business
expenses and any other expenses for which he has the right to reimbursement
hereunder upon the presentation by the Executive of an itemized account of such
expenditures, consistent with procedures established by the Company, together
with such bills, receipts or other documentary evidence as shall be required by
the Company for tax or accounting purposes which reimbursement shall be made at
the times provided and otherwise in accordance with the Company’s reimbursement
policy.

     

    9.      Termination.

     

    a.           Notwithstanding
anything in this Agreement to the contrary, the Company shall have the right to
terminate this Agreement at any time, with or without cause.

     

    b.           Should
the Company terminate this Agreement “for cause” or the Executive terminates
this Agreement without “good reason,” the Executive shall be paid his Base
Salary through the date of termination and shall be reimbursed for any expenses
properly incurred prior to the date of termination, but shall have no further
entitlement to compensation, benefits or other remuneration
whatsoever.  For purposes of this Agreement, “for cause” shall
mean:

     

    (1)                           Any
material breach by Executive of the terms of this Agreement or intentional
refusal by the Executive to perform his duties hereunder; or

     

    (2)                           Any
act by the Executive constituting a felony under the laws of the State of New
York or the United States, or any act which is dishonest, deceitful, or involves
moral turpitude or which results in material gain or personal enrichment at the
expense of the Company; or

     

    (3)                           Any
act by the Executive constituting a violation of the Company's harassment,
discrimination, electronic communications and code of conduct policies;
or

     

    (4)                           Any
failure or refusal by the Executive to act subject to and in accordance with the
lawful direction of the Company or its agents; or

     

    
      
         


      

      
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    (5)                           Any
willful, intentional or grossly negligent act by the Executive having the effect
of injuring the reputation of the Company.

     

    c.           Should
the Company elect to terminate this Agreement without cause or the Executive
terminates this Agreement for “good reason,” provided that the Executive
executes a separation agreement and general release, the Executive shall be
entitled to receive (i) his Base Salary through the date of termination,
(ii) any earned but unused vacation, (iii) any unreimbursed expenses
properly incurred prior to the last day of work, and (iv) severance pay
equal to six months’ of the Executive’s Base Salary, which shall be payable over
such six-month period.  For purposes of this Agreement, “good reason”
shall mean (A) the failure of the Company to pay or cause to be paid
Executive’s Base Salary or Bonus when due hereunder or (B) any substantial
and sustained diminution in Executive’s authority or responsibilities from those
described in Section 2 hereof; provided that either of the events described
in clauses (A) and (B) of this Section shall constitute good reason only if
the Company fails to cure such event within 45 days after receipt from Executive
of written notice of the event which constitutes good reason; provided, further,
that “good reason” shall cease to exist for an event on the 60th day following
the later of its occurrence or Executive’s knowledge thereof, unless Executive
has given the Company written notice thereof prior to such date.

     

    d. Should
this Agreement terminate due to the Executive’s death or disability, the
Executive shall be paid his Base Salary through the date of termination and
shall be reimbursed for any expenses properly incurred prior to the date of
termination, but shall have no further entitlement to compensation, benefits or
other remuneration whatsoever. For purposes of this Agreement, “disability”
shall mean a physical or mental condition which prevents Executive from
performing the essential functions of his position with the Company, with or
without a reasonable accommodation, for more than ninety (90) consecutive
calendar days or for more than ninety (90) Business Days in any 365-day period.
For the purposes of this Agreement, a “Business Day” shall mean the days between
and including Monday to Friday and do not include public holidays and
week-ends.

     

    e. Should
the Executive elect to terminate this Agreement without “good reason,” Executive
agrees that he shall give the Company three (3) months’ notice of his intent to
terminate his employment (the “Notice Period”). During the Notice Period, the
Executive will continue to be entitled to receive his Base Salary (but not any
performance bonus), his fiduciary duties and his obligations to the Company will
continue, and Executive shall cooperate in the transition of his
responsibilities. The Company shall have the right, in its sole discretion, to
direct that the Executive no longer come into the office during the Notice
Period.

     

    f.           If
the Executive’s employment is terminated by the Company other than “for cause”
on or before the first anniversary of the Effective Date, in addition to any
other amounts payable pursuant to this Section 9, the Company shall
reimburse the Executive for expenses actually incurred by him in an amount not
to exceed $50,000 in connection with his physical relocation to the United
Kingdom, together with real estate commissions and legal expenses actually
incurred by the Executive in connection with the sale of his Long Island home in
an amount not to exceed $50,000.

     

    
      
         


      

      
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    g.           Upon
termination of Executive’s employment for any reason, Executive shall resign, as
of the date of such termination and to the extent applicable, from the Board
(and any committees thereof) and the Board of Directors (and any committees
thereof) of any of the Company’s affiliates.

     

    10. Restrictive
Covenants.

     

    a.           Confidential
Information.  During and after the Employment Term, Executive
shall not, directly or indirectly in one or a series of transactions, disclose
to any person, or use or otherwise exploit for his own benefit or for the
benefit of anyone other than the Company, any Confidential Information of the
Company (as hereinafter defined), whether or not reduced to writing or physical
embodiment and whether prepared by Executive or not.  Confidential
Information may be disclosed in good faith by Executive in connection with the
performance of his duties under this Agreement.  Executive shall have
no obligation hereunder to keep any Confidential Information confidential if and
to the extent disclosure of any thereof is specifically required by law;
provided, however, that in the event disclosure is required by law, Executive
shall provide the Company with prompt notice of such requirement, prior to
making the disclosure, so that the Company may seek an appropriate protective
order.  The terms of this Section 10 shall survive the termination of
Executive’s employment with the Company, regardless of who terminates the
Agreement, or the reasons therefor.  At the conclusion of Executive’s
employment with the Company, for any reason, Executive shall immediately return
and deliver to the Company any and all computers, hard drives, papers, books,
records, documents, memoranda, manuals, e-mail, electronic or magnetic
recordings or data, including all copies thereof, laptops, pagers, personal
digital assistants, cell phones, corporate credit cards, keys, and/or access
cards, and any other property  belonging to the Company or any
affiliate, containing Confidential Information, or relating to the Company or
any affiliate’s business, which are in Executive’s possession, whether prepared
by Executive or others.  If at any time after termination of
Executive’s employment with the Company, for any reason, Executive determines
that Executive has any Confidential Information in Executive’s possession or
control, Executive shall immediately return to the Company all such Confidential
Information in Executive’s possession or control, including all copies and
portions thereof.  For purposes of this Agreement, “Confidential
Information” means information, regardless of form or characteristic, which: (a)
the Company does not make available to the public, industry, or third parties;
and (b) relates to the Company’s business operations, products, processes,
business plans, purchasing, marketing, clients, suppliers, or service
providers.  “Confidential Information” includes, but is not limited to
the following: financial information and data; cost, margin and profit
information and data; business plans; customer lists; research; development
plans and strategies; new product ideas; sales and marketing plans and
strategies; price information and policies; and any confidential information
that has been entrusted to the Company by another person or entity under an
obligation of confidentiality.

     

    b.           Non-Competition.  While
actually employed and for a period of twelve (12) months following the
termination of employment (the “Restricted Period”), Executive shall not engage
in any Competitive Activity

     

    
      
         


      

      
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    c.           Non-Solicitation of
Executives.  During the Employment Term and the Restricted
Period, Executive shall not, directly or
indirectly:  (1) solicit, induce, or attempt to influence, any
employee of the Company, its subsidiaries or affiliates to terminate their
employment with the Company, its subsidiaries or affiliates; or
(2) solicit, hire or retain as an employee or independent contractor, or
assist any third party in the solicitation, hiring, or retention as an employee
or independent contractor, any person who during the previous 12 months was
an employee of the Company, or any of its subsidiaries or
affiliates.

     

    d.           Non-Solicitation of Clients
or Potential Clients.  During the Employment Term and the
Restricted Period, Executive shall not, directly or indirectly, solicit any
Client or Potential Client of the Company, its subsidiaries or affiliates with
whom Executive had contact or a relationship, directly or indirectly, during and
within the scope of his employment with the Company or any of its subsidiaries
or affiliates, for the purpose or with the intent of encouraging or inducing
such Client or Potential Client to curtail, limit, or cancel their business with
the Company, its subsidiaries or affiliates.

     

    e.           Acknowledgement.  Executive
acknowledges and agrees that the time periods referred to in the paragraphs
above are reasonable and valid in duration and scope and in all other
respects.  Executive also represents that Executive’s financial
resources, experience and capabilities are such that the enforcement of the
foregoing covenants will not prevent Executive from earning a livelihood, and
acknowledges that it would cause the Company serious and irreparable injury and
cost if Executive were to use his ability and knowledge in competition with the
Company or to otherwise breach the obligations contained in this
Agreement.  If the scope of any of the restrictions set forth above
are deemed by any arbitration panel, court or other tribunal to be too broad to
permit enforcement of such restriction to its full extent, then such restriction
shall be enforced to the maximum extent permitted by law, and Executive hereby
consents and agree that such scope may be judicially modified accordingly in any
proceeding brought to enforce such restriction.

     

    f.           Liquidated
Damages.  The parties hereto agree that the damages that may be
suffered by the Company as a result of any violations of Section 10 would be
extremely difficult to ascertain.  Accordingly, the Executive and the
Company agree that in the event of an actual breach by Executive of
Section 10, the Company shall be entitled to preliminary and permanent
injunctions enjoining Executive from violating such provisions and Executive
shall pay to the Company, as liquidated damages, and not as a penalty, an amount
equal to 100% of Executive Revenues during the twelve month period immediately
preceding the termination of Executive’s employment with the Company
(“Liquidated Damages’).  The Executive shall also be required to pay
the Company an amount equal to the excess, if any of (A) the amount of
commissions earned by the Executive and the Executive’s new employer as a direct
or indirect result of the Executive’s efforts during the Restricted Period, over
(B) the Liquidated Damages.  The parties further agree that in
the event of a threatened breach by the Executive of Section 10, the
Company shall be entitled to preliminary and permanent injunctions enjoining
Executive from violating such provisions.  In the event the liquidated
damages provision of this Section 10 is determined to be void or otherwise
inapplicable or unenforceable, the Company shall have the right to avail itself
of any and all other remedies without limitation.

     

    
      
        
        

      

      
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    g.           Definitions.
 

    (i)  “Competitive
Activity” means that Executive, whether acting alone or in conjunction with
others, directly or indirectly (x) Renders services for any organization or
engages (either as owner, investor, partner, stockholder, employer, employee,
consultant, advisor, or director) directly or indirectly, in any business which
is or becomes competitive with the business of the Company, its subsidiaries or
affiliates; or (y) Induces any customer or Client of the Company, its
subsidiaries or affiliates with whom Executive had contacts or relationships,
directly or indirectly, during and within the scope of his employment with the
Company or any of its subsidiaries or affiliates, to curtail, limit, or cancel
their business with the Company, its subsidiaries or
affiliates.  Executive reserves the right to seek clarification
regarding whether activity falls within the scope of “Competitive Activity,” as
defined herein, by submitting a written request for clarification to the Board
and General Counsel.  The Board and General Counsel shall determine
whether such activity is prohibited under this provision of the Agreement and
provide a written response within a reasonable period of time which shall not
exceed thirty (30) days. Notwithstanding the foregoing, Competitive
Activity shall not mean the purchase of stock or other securities of an
organization or business so long as it is listed upon a recognized securities
exchange or traded over-the-counter and such investment does not represent a
greater than five percent equity interest in the organization or
business.

     

    (ii)  “Client”
means a person or entity to or from which the Company purchased products or to
or for which the Company otherwise performed work or provided services during
the two-year period prior to the termination of Executive's employment; and
“Potential Client” means a person or entity the Company solicited, contacted or
submitted a proposal for the purchase or sale of products, performance of work
or services during said two year period.

     

    11. Representations and
Warranties.  The Executive represents and warrants to the
Company that he is not bound by any agreement or any other existing or previous
obligation or business relationship which conflicts with, or may conflict with,
or which will or could prevent the full performance of Executive's duties and
obligation hereunder, Executive's acceptance of employment with the Company will
not cause Executive to be in breach of any employment or other agreement. In
addition, Executive agrees to follow Executive's policies and procedures
contained in the Company's Code of Business Conduct and Ethics, which Code may
be amended from time to time. In the event of any conflict between the terms of
this Agreement and the Code, the terms of this Agreement shall be
controlling.

     

    12. Miscellaneous.

     

    a.           Governing Law; Consent to
Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York,
irrespective of any conflict of law principles.  Executive consents to
the jurisdiction of the state courts of and federal courts located in the State
of New York for the enforcement of the obligations evidenced by this
Agreement and expressly waives any defense based upon venue or forum non
conveniens.

     

    b.           Entire
Agreement/Amendments.  This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company.  There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject matter
herein other than those expressly set forth herein.  This Agreement
may not be altered, modified, or amended except by written instrument signed by
the parties hereto.

     

    
      
         


      

      
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    c.           No
Waiver.  The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
of such party’s rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this
Agreement.

     

    d.           Severability.  In
the event that any one or more of the provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of this Agreement shall not be
affected thereby.

     

    e.           Assignment.  This
Agreement, and all of Executive’s rights and duties hereunder, shall not be
assignable or delegable by Executive.  Any purported assignment or
delegation by Executive in violation of the foregoing shall be null and void
ab initio and of no
force and effect.  This Agreement may be assigned by the Company to a
person or entity which is an affiliate or a successor in interest to
substantially all of the business operations of the Company.  Upon
such assignment, the rights and obligations of the Company hereunder shall
become the rights and obligations of such affiliate or successor person or
entity.

     

    f.           Set
Off.  The Company’s obligation to pay Executive the amounts due
hereunder shall be subject to set-off, counterclaim or recoupment of amounts
owed by Executive to the Company or its affiliates.

     

    g.           Compliance with IRC Section
409A.  Notwithstanding anything herein to the contrary,
(i) if at the time of Executive’s termination of employment with the
Company Executive is a “specified employee” as defined in Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of
the commencement of any payments or benefits otherwise payable hereunder as a
result of such termination of employment is necessary in order to prevent any
accelerated or additional tax under Section 409A of the Code, then the
Company will defer the commencement of the payment of any such payments or
benefits hereunder (without any reduction in such payments or benefits
ultimately paid or provided to Executive) until the date that is six months
following Executive’s termination of employment with the Company (or the
earliest date as is permitted under Section 409A of the Code) and (ii) if
any other payments of money or other benefits due to Executive hereunder could
cause the application of an accelerated or additional tax under
Section 409A of the Code, such payments or other benefits shall be deferred
if deferral will make such payment or other benefits compliant under
Section 409A of the Code, or otherwise such payment or other benefits shall
be restructured, to the extent possible, in a manner, determined by the Board,
that does not cause such an accelerated or additional tax.

     

    h.           Successors; Binding
Agreement.  This Agreement shall inure to the benefit of and be
binding upon personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.

     

    i.           Notice.  For
the purpose of this Agreement, notices and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly given
when delivered by hand or overnight courier or three days after it has been
mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below in this
Agreement, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.

     

    
      
         


      

      
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    If to the
Company:

     

    Nu
Horizons Electronics Corp.

    70 Maxess
Road,

    Melville,
New York 11747

    Attn:
Richard Schuster

    Facsimile:
(631) 396- 5060

    


    with a
copy to:

     

    Nancy D.
Lieberman, Esq.

    Farrell
Fritz, PC

    1320
RexCorp Plaza

    Uniondale,
NY  11556

    Facsimile:  (516)
227-0777

    


    If to
Executive:

     

    To the
most recent address of Executive set forth in the personnel records of the
Company.

     

    j.           Prior
Agreements  This Agreement supersedes all prior agreements and
understandings (including verbal agreements) between Executive and the Company
and/or its affiliates regarding the terms and conditions of Executive’s
employment with the Company and/or its affiliates.

     

    k.           Cooperation.  Executive
shall provide Executive’s reasonable cooperation in connection with any action
or proceeding (or any appeal from any action or proceeding) which relates to
events occurring during Executive’s employment hereunder.  This
provision shall survive any termination of this Agreement.

     

    l.           Withholding
Taxes.  The Company may withhold from any amounts payable under
this Agreement such Federal, state and local taxes as may be required to be
withheld pursuant to any applicable law or regulation.

     

    m.           Counterparts.  This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.

     

    
      
        
          	
                  Nu
      Horizons Electronics Corp.

                	 
      	
                  Martin
      Kent

                
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Richard Schuster

                	 
      	
                  /s/ Martin Kent

                
	
                  Name:

                	
                     Richard
      Schuster

                	 
      	 
      
	
                  Title:

                	
                   
       Interim President

                	 
      	 
      
	 
      	
                   
       Senior Executive Vice President

                	 
      	 
      
	 
      	
                    
      and Chief Operating Officer

                	 
      	 
      


        

      

    

     

    
      
         


      

      
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