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 RICHARD SCHUSTER, 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.

            	
              Section
      5(a)(iii) of the Employment Agreement is hereby deleted in its entirety
      and the following is substituted
therefore:

            


    

    


    (iii)  Annual Bonus
Compensation.  In addition to his base salary as in effect for
any fiscal year (the “Base Salary”), Employee shall be entitled to an incentive
bonus for each such fiscal year, based upon Employee’s performance relative to
specified quantitative goals (the “Quantitative Bonus”) and qualitative goals
(the “Qualitative Bonus” and, together with the Quantitative Bonus, the “Total
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
Total Bonus shall be paid to Employee 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 Employee, Employee must be employed and in
good standing or providing consulting services to the Company 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 Employee’s
Base Salary (the “Maximum Quantitative Bonus”).  The amount of the
Quantitative Bonus will be calculated based on the Company reaching a minimum
achievement goal (the “Minimum”), at which level Employee shall begin to have
the right to receive a portion of such Quantitative Bonus, a target achievement
goal (the “Target”), where Employee shall have the right to receive one-half of
the Maximum Quantitative Bonus, and an overachievement goal (the “Maximum”),
where Employee 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, whichever is applicable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (x)

            	
              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 annual consolidated income before provision for
      income tax, excluding (i) in Fiscal 2011 any reduction for (1) stock
      option expense for the aggregate of 400,000 stock options awarded to
      Employee and Mr. Arthur Nadata and (2) up to $200,000 in respect of
      certain business expenses associated with the employment of Mr. Martin
      Kent pursuant to his employment agreement of even date, including stock
      option expense related to the grant of options and (ii) any unusual
      item(s) to the extent that the Company’s Audit Committee determines that
      it is appropriate for the Company to make a pro forma adjustment for such
      item(s) in its press release reporting the financial results for Fiscal
      2011(“Company Pre-Tax Income”). The Minimum (where zero incentive is earned) shall be
      $0 Pre-Tax Income, the Target (where the Target incentive is earned) shall
      be $1,000,000 Pre-Tax Income and the Maximum (where the Maximum
      Quantitative Bonus is earned) shall be $5,250,000 Pre-Tax
      Income.  The Quantitative Bonus payable to Employee shall be
      calculated, based on actual results reported by 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.

            


    

     

    (B)Qualitative Bonus:
The Qualitative Bonus, if any, shall be in an amount up to 30% of the Employee’s
Base Salary (the “Maximum Qualitative Bonus”), with a target Qualitative Bonus
in an amount equal to one-half of the Maximum Qualitative Bonus. Commencing with
the fiscal year ending February 29, 2012, the Qualitative Bonus amount will be
such amount as the Board and the Compensation Committee shall determine in their
sole and absolute discretion.

     

    
      	
               
      

            	
              (x)

            	
              Notwithstanding
      the qualitative nature of the Qualitative Bonus, the Company and Employee
      hereby agree that for Fiscal 2011 the Qualitative Bonus will be calculated
      in the same manner as the Quantitative Bonus described in 5(a)(ii)(A),
      above; except that the Qualitative Bonus will based on the achievement by
      the Company’s subsidiary NIC Components Inc. and its subsidiaries
      (collectively, “NIC”) of specified levels of annual consolidated income
      before provision for income tax, excluding any unusual item(s) to the
      extent that the Company’s Audit Committee determines that it is
      appropriate for the Company to make a pro forma adjustment for such
      item(s) in its press release reporting the financial results for Fiscal
      2011 (“NIC Pre-Tax Income”). The NIC minimum achievement goal (where zero incentive is earned) shall be $1,750,000 NIC Pre-Tax
      Income (the “NIC Minimum”), the NIC target achievement goal (where the
      target Qualitative Bonus is earned) shall be $3,000,000 NIC Pre-Tax Income
      (the “NIC Target”) and the NIC maximum achievement goal (where the maximum
      Qualitative Bonus is earned) shall be $5,250,000 NIC Pre-Tax Income (the
      “NIC Maximum”).  The Qualitative Bonus payable to Employee in
      Fiscal 2011 shall be calculated, based on actual results reported by NIC
      in respect of Fiscal 2011, prorated on a straight-line basis between the
      NIC Minimum and the NIC Target, or the NIC Target and the NIC Maximum,
      whichever is applicable.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.

            	
              Paragraph
      5(a) of the Employment Agreement is hereby amended to add a new subsection
      (iv) thereof, as follows:

            


    

    


    (iv)  Discretionary
Bonus.  In addition to the Bonus described in Section
5(a)(iii), Employee may be eligible to receive bonuses on any occasion and in
any amount as the Compensation Committee shall determine in its sole
discretion.

     

    
      	
               
      

            	
              3.

            	
              Paragraph
      5 of the Employment Agreement is hereby amended to add a new section (b)
      thereof, as follows:

            


    

    


    (b)  Stock
Options.  On the business day following the execution and
delivery of this Agreement, the Board will grant to Executive options to acquire
an aggregate 200,000 shares of the Company’s common stock (the “Stock Options”)
under the 2002 Key Employee Stock Incentive Plan and 2000 Key Employee Stock
Option Plan. The terms and conditions related to the Stock Options will be
determined by the Compensation Committee and set forth in the stock option
agreements granting such Stock Options.

     

    
      	
               
      

            	
              4.

            	
              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.

            


    

    


    
      	
               
      

            	
              5.

            	
              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.

            


    


    
      
         


      

      
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    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/
      Richard Schuster

                      
	 
      	
                        Richard
      Schuster

                      


              

            

          

        

      

    

    
      
      

    


    
      
         


      

      
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