Unassociated Document


    


    THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT

    


    This
third amendment to employment agreement is made this 28th day of
April, 2010 effective as of the 3rd day of
May, 2010 (the “Effective Date”) by and between NU HORIZONS ELECTRONICS CORP., a
Delaware corporation (the  “Company”) and ARTHUR NADATA, residing at
_______ (the  “Employee”).

    


    WITNESSETH

    


    WHEREAS,
the Company and the Employee are parties to an Employment Agreement dated as of
September 13, 1996, as amended by the Amendment to Employment Agreement dated as
of March 28, 2005 and by the Second Amendment to Employment Agreement dated as
May 8, 2009 (collectively, the “Employment Agreement”); and

    


    WHEREAS,
the Company and the Employee desire to further amend the Employment Agreement in
accordance with the terms hereof (“Third Amendment”).

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto do hereby agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              The
      Consulting Agreement attached as Exhibit A to the Second Amendment to the
      Employment Agreement is hereby deleted in its entirety and the Consulting
      Agreement attached as Exhibit A to this Third Amendment is substituted
      therefore

            


    

     

    
      	
               
      

            	
              2.

            	
              Except
      as specifically amended by this Third Amendment, the Employment Agreement
      shall remain in full force and effect in all respects as originally
      executed and amended to date.

            


    

    


    
      	
               
      

            	
              3.

            	
              This
      Third Amendment may be executed in several counterparts, each of which
      shall be deemed an original and all of which shall constitute one and the
      same instrument.  This Amendment shall be governed in all
      respects, including validity, interpretation and effect, by the laws of
      the State of New York, applicable to contracts made and to be performed
      entirely in New York.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have duly executed this Third Amendment as of the
first date written above.

    


    
      
        
          
            
              	 
      	
                      NU
      HORIZONS ELECTRONICS CORP.

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      	
                      /s/ Kurt Freudenberg

                    
	 
      	 
      	
                      Name:

                    	
                      Kurt
      Freudenberg

                    
	 
      	 
      	
                      Title:

                    	
                      Executive
      Vice President

                    
	 
      	 
      	 
      	
                      and
      Chief Financial Officer

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      /s/ Arthur Nadata

                    
	 
      	 
      	
                      Arthur
      Nadata

                    


            

          

        

      

    
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    CONSULTING
AGREEMENT

     

    This Agreement
(“Agreement”) is made this ____ day of _____, 20__ between Nu Horizons
Electronics Corp (the “Corporation”) and ________________, residing at [insert
address] (“Consultant”).

     

    WHEREAS, the Corporation
desires to engage the services of Consultant as hereinafter provided;
and

     

    WHEREAS, Consultant has agreed
to provide such services for the Corporation upon the terms and conditions
outlined herein;

     

    NOW THEREFORE, in
consideration of the mutual promises herein contained, the parties agree as
follows;

     

    
      	
            	
              1.

            	
              Consulting
      Arrangement

            


    

     

    
      	
               
      

            	
              a.

            	
              Commencing
      ___________ [date of termination of employment], Consultant shall be
      retained by the Corporation, as a consultant, for the period commencing
      [date of termination of employment] through [fifth anniversary of
      termination of employment] (the “Consulting
  Period”).

            


    

     

    
      	
               
      

            	
              b.

            	
              In
      consideration of such services, during the Consulting
    Period:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Consultant
      and his spouse shall be entitled to participate in all health and dental
      insurance plans available to the Corporation’s senior executives and their
      spouses, including any medical expense reimbursement plan, at the
      Consultant’s sole cost (collectively, “Insurance
  Plans”).

            


    

     

    
      	
               
      

            	
              (a)

            	
              Consultant
      shall be entitled to participate in the Insurance Plans subject to the
      terms and conditions of the plan or program in question applicable to
      executive employees generally, as such terms are amended
      hereby.  In the event that coverage under the Insurance Plans is
      not available, Consultant and his spouse will be eligible to maintain
      employee medical and dental benefits under the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended (“COBRA”), provided that Consultant
      timely elects COBRA coverage and his spouse timely elects an extension of
      COBRA coverage at the time Consultant becomes eligible for Medicare
      benefits.

            


    
 

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      Consultant and his spouse shall elect Medicare coverage at the time that
      each is eligible to do so. In the event the Corporation no longer is
      obligated to provide the Insurance Plans or COBRA coverage because of the
      Medicare enrollment of Consultant or his spouse, as the case may be, the
      Corporation shall reimburse Consultant or his spouse for the premiums
      associated with the purchase of a Medicare supplemental insurance policy
      (“Medigap”) for Consultant and/or his spouse, as applicable; provided that
      the Corporation shall approve the selection of the Medigap insurer, which
      consent shall not be unreasonably withheld. The Corporation shall
      reimburse Consultant for such Medigap premiums in accordance with its
      customary reimbursement procedures.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      the event that Consultant predeceases his spouse, his spouse shall
      continue to be entitled to participate in the Insurance Plans or receive
      COBRA coverage until the earlier of the date on which the Consulting
      Period ends or the date on which his spouse enrolls in
      Medicare.

            


    

     

    
      	
               
      

            	
              (d)

            	
              As
      an accommodation to Consultant, the Corporation shall advance on behalf of
      the Consultant, the cost of any insurance premiums for the Insurance Plans
      (the “Insurance Premium Cost”), as and when such costs are required to be
      paid.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Notwithstanding
      the foregoing, the Insurance Plans may be modified or eliminated at the
      Corporation’s sole discretion, at any time, without compensation or notice
      to Consultant.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (2)

            	
              An
      annual consulting fee in an amount equal to either (a) (i) the Employer’s
      Share of the annual Insurance Premium Costs; plus (ii) an additional
      amount equal to (x) the tax payable by Consultant in respect of the
      Employer’s Share (as defined) of the Insurance Premium Costs, plus (y) an
      additional amount equal to the tax payable on amounts payable pursuant to
      the immediately preceding clause (a)(ii)(x) (in each case calculated at
      the highest effective marginal combined federal, state and local income
      tax rate prescribed in each taxing jurisdiction that Consultant is subject
      to tax in such tax year) or (b) (i) the premiums paid by Consultant in
      respect of COBRA coverage, plus (ii) an additional amount equal to the tax
      payable by Consultant in respect of the amounts payable pursuant to the
      immediately preceding clause (b)(i) (calculated at the highest effective
      marginal combined federal, state and local income tax rate prescribed in
      each taxing jurisdiction that Consultant is subject to tax in such tax
      year), as applicable (the “Consulting Fees”). For the purposes hereof
      “Employer’s Share” shall mean an amount equal to the percentage of the
      Insurance Premium Costs payable by the Corporation in respect of executive
      employees in accordance with the terms of the Insurance Plans as in effect
      from time-to-time.  Notwithstanding the foregoing, the aggregate
      Consulting Fees paid hereunder shall not exceed 150% of the estimated
      aggregate Insurance Premium Costs for the Consulting Period, as estimated
      at the commencement of the Consulting
Period.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Consulting Fees shall be payable to the Consultant, in arrears, on or
      before the March 15th
      subsequent to the calendar year to which such Consulting Fees
      relate.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Consultant hereby authorizes and directs the Corporation to reimburse the
      Insurance Premium Costs previously paid by the Corporation from the
      Consulting Fees otherwise payable to Consultant.  To the extent
      the Consulting Fees are insufficient to provide reimbursement for the
      entire amounts advanced, the Corporation shall provide Consultant with an
      invoice (provided at least fifteen days after the payment date of the
      Consulting Fees) for any shortfall, which invoice shall be payable by
      Consultant within thirty (30) days of
receipt.

            


    

     

    
      
        	
              	
                c.

              	
                Consultant’s
      consulting arrangement shall automatically terminate upon Consultant’s
      death or “disability”.  For purposes of this Agreement,
      “disability” shall be defined as a physical or mental condition which
      prevents Consultant from performing any consulting services, as determined
      by the Corporation in its sole
discretion.

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              d.

            	
              During
      the Consulting Period, Consultant shall consult with the Corporation and
      its executive officers regarding its business and operations. Such
      consulting services shall not require more than 75 days in any calendar
      year nor more than two days in any week, it being understood and agreed
      that during the Consulting Period Consultant shall have the right to
      engage in full-time or part-time employment with other business
      enterprises; provided that he does not engage in Competitive Activity.
      Consultant also will cooperate with the Corporation in any pending or
      future litigation or investigation or other dispute concerning third
      parties in which Consultant, by virtue of his prior employment, has
      relevant knowledge or information.  Consultant's service as a
      consultant shall only be required at such times and such places as shall
      not result in unreasonable inconvenience to him or the Corporation,
      recognizing his other business commitments that he may have to accord
      priority over the performance of services for the Corporation. In order to
      minimize interference with Consultant's other commitments, his consulting
      services, to the extent practicable and not prejudicial to Corporation,
      may be rendered by personal consultation at his residence or office
      wherever maintained, or by correspondence through mail, telephone, fax or
      other similar mode of communication at times, including weekends and
      evenings, most convenient to him.  For the purposes of this
      Agreement, “Competitive Activity” shall mean (a) becoming an officer or
      employee of, or rendering any services, including consulting services, to,
      any competitor of the Corporation, (b) soliciting, raiding, enticing or
      inducing any customer of the Corporation to cease purchasing goods or
      services from the Corporation or to become a customer of any competitor of
      the Corporation, and Consultant will not approach any customer for any
      such purpose or authorize the taking of any such actions by any other
      individual or entity, or (c) soliciting, raiding, enticing or inducing any
      employee of the Corporation to leave the employ of the Corporation, and
      Consultant will not approach any such employee for any such purpose or
      authorize the taking of any such action by any other individual or
      entity.  However, nothing contained in this subparagraph shall
      be construed as preventing Consultant from investing his assets in such
      form or manner as will not require him to become an officer or employee
      of, or render any services (including consulting services) to, any
      competitor of the Corporation.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
            	
              2.

            	
              Payments Upon
      Termination of Consulting
Arrangement

            


    

     

    Notwithstanding
the provisions of Section 1(b), should Consultant cease providing the consulting
services (other than for death or disability), Consultant and his spouse shall
have no further entitlement to payments, benefits or other remuneration
whatsoever.

     

    
      	
            	
              3.

            	
              Acknowledgement

            


    

     

    Consultant
understands and agrees that ABSENT THIS AGREEMENT, he would not otherwise be
entitled to any payments and benefits as set forth herein and his right to
receive the payments and benefits set forth herein shall be a unsecured
contractual obligation of the Corporation and he shall have no greater rights
than any other employee, consultant or general unsecured creditor of the
Corporation.

     

    
      	
            	
              4.

            	
              General Release of All
      Claims

            


    

     

    In
exchange for the payments and benefits set forth herein, Consultant RELEASES the
Corporation, its affiliates, officers, directors, board members, employees or
agents from ANY AND ALL CLAIMS he may have, known or unknown, RELATED TO HIS
EMPLOYMENT WITH THE CORPORATION OR OTHERWISE, from the beginning of time through
the date that this Agreement becomes effective.

     

    Consultant
understands and agrees that he is RELEASING the Corporation, its affiliates,
officers, directors, board members, employees and agents from any and all claims
for breach of contract, personal injury, wages, benefits, defamation, slander
and wrongful discharge, and any and all claims based on any oral or written
agreements or promises, including, but not limited to, claims arising under the
Family and Medical Leave Act, the Fair Labor Standards Act, the Worker
Adjustment Retraining and Notification Act, the Employee Retirement Income
Security Act of 1974, the New York State Labor Law and the New York
Whistleblower statute from the beginning of time through the date that this
Agreement becomes effective.

     

    Consultant
understands and agrees that he is also RELEASING Corporation, its affiliates,
officers, directors, board members, employees or agents from any and all claims
for discrimination or harassment in employment on the basis of race, color,
creed, religion, age, national origin, alienage or citizenship, gender, sexual
orientation, disability, marital status, veteran’s status and any other
protected grounds, including, but not limited to, any and all rights and claims
he may have arising under Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Age Discrimination in Employment Act of
1967, the New York State Human Rights Law, and any other federal, state or local
laws or regulations, from the beginning of time through the date that this
Agreement becomes effective.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
            	
              5.

            	
              Non-Disparagement

            


    

     

    Consultant
agrees that he shall not make or publish any statement (in verbal, written,
electronic or any other form), or instigate, assist or participate in the making
or publication of any statement (in verbal, written, electronic or any other
form), which would libel, slander or disparage (whether or not such
disparagement legally constitutes libel or slander) or expose to hatred or
contempt (i) Corporation; (ii) any of its services or operations; or (iii) any
of its past or present officers, directors, employees or
agents.  Corporation, its present officers and directors shall not
libel, slander or disparage Consultant or expose him to hatred or
contempt

     

    
      	
            	
              6.

            	
              Severability

            


    

     

    The
invalidity or unenforceability of any provision of this Agreement shall in no
event affect the validity or enforceability of any other provision.

     

    
      	
            	
              7.

            	
              Applicable
      Law

            


    

     

    Except to
the extent preempted by federal law, the provisions of this Agreement are to be
construed, administered and enforced in accordance with the laws of New York
without regard to principles of conflict of laws.

     

    
      	
            	
              8.

            	
              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 thereof or deprive that party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.


    
      
         


      

      
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              9.

            	
              Captions and
      Headings

            


    

     

    The
captions and headings are for convenience of reference only and shall not be
used to construe the terms or meaning of any provisions of this
Agreement.

     

    
      	
            	
              10.

            	
              Amendments

            


    

     

    Any
modifications altering the terms and conditions of this Agreement must be in
writing and signed by all parties hereto.

     

    
      	
            	
              11.

            	
              Assignment

            


    

     

    This
Agreement and any rights herein granted are personal to the parties hereto and
will not be assigned, sublicensed, encumbered, pledge or otherwise transferred
by either party without the prior written consent of the other party, and any
attempt at violative assignment, sublicense, encumbrance or any other transfer,
whether voluntary or by operation of law, will be void and of no force and
effect, except that this Agreement will be binding upon any successor or
assignee of Corporation.

     

    
      	
            	
              12.

            	
              Counterparts

            


    

     

    This
Agreement may be executed in several counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same
instrument.

     

    
      	
            	
              13.

            	
              Effective
      Date

            


    

     

    This
Agreement shall be effective when signed by the parties.

     

    IN WITNESS WHEREOF, the
parties have executed this Agreement this ____ day of ______, 20__.

     

    
      
        
          
            	
                    Nu
      Horizons Electronics Corp.

                  	 
      	 
      
	 
      	 
      	 
      
	
                    By

                  	 
      	 
      	
                    By

                  	 
      


          

        

      

    


    
      
         


      

      
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