Employment Agreement between Registrant and Robert S. McLain



 Exhibit 10.2 
  
 Employment Agreement Addendum 
  

ScanSource, Inc. (the “Company”) entered into an Employment Agreement (the “Agreement”) effective January 1, 2004 with Robert S.
McLain, Jr. (the “Employee”). The Company and the Employee seek to amend the Agreement through this Employment Agreement Addendum (the “Addendum”) as permitted under paragraph 13 subsection (g) of the Agreement. 
  
 Specifically, the parties seek to amend the Agreement with respect to the
term of the Agreement contained in paragraph 2 entitled “Employment Period.” The Company and the Employee agree to extend the Agreement term for a twelve-month period, expiring on December 31, 2005 unless otherwise terminated pursuant to
Section 5 of the Agreement. Additionally, the parties agree to replace Exhibit A as attached to the original Agreement and referenced in paragraph 4 in its entirety and substitute the new Exhibit A attached hereto. 
  
 The extension of the Employment Period and the new Exhibit A acknowledged and
agreed to in this Addendum are the only modifications to the Agreement. This Addendum shall not otherwise effect any rights or obligations of the parties. Except as provided herein the Agreement shall remain in full force and effect. 
  
 Acknowledged and Agreed 
  
 Effective January 1, 2005 
  

							
	On Behalf Of	 	On Behalf Of
		
	ScanSource, Inc.	 	Employee
				
	By:	 	 Michael L. Baur

	 	By:	 	 Robert S. McLain, Jr.


	Its:	 	CEO	 	Title:	 	VP of Marketing








 EXHIBIT A to EMPLOYMENT AGREEMENT 
  
 Executive: Robert McLain 
  
 Title: Vice President of Marketing 
  
 Base Salary: $160,000 annually 
  
 Incentive Compensation: A cash bonus will be paid with respect to the Company’s Operating Income determined at the end of each quarter calculated by using the
table below. 
  
 For purposes of this Agreement, “Operating
Income” shall mean the amount reflected for the line item identified as Operating Income on the Employer’s audited consolidated financial statements for each respective fiscal year ending during the term of this Agreement and “Return
on Invested Capital” means an amount expressed as a percentage of: the Company’s annual (or annualized) EBITDA (net income plus interest, taxes, depreciation and amortization) divided by average shareholder’s equity and interest
bearing debt (defined as the sum of shareholder’s equity plus interest bearing debt at the beginning of the period added to the sum of shareholder’s equity plus interest bearing debt at the end of the period, divided by 2). The
employer’s calculation of Operating Income, Return on Invested Capital, and the incentive bonus amount shall be conclusive and binding absent fraud or manifest and material error. 
  
 The amount of the incentive bonus will be calculated by multiplying operating income by a factor of .00108 and by a percentage, as specified
below: 
  

	 	•	 	100% if Return on Invested Capital is 30% or less and greater than 20% 

  

	 	•	 	115% if Return on Invested Capital exceeds 30% 

  

	 	•	 	90% if Return on Invested Capital is 20% or less and greater than 10% 

  

	 	•	 	70% if Return on Invested Capital is 10% or less 

  

			
	 Days of Paid Vacation per Fiscal Year:

	  	 Approving Person:


	 15
	  	CEO

  
 Executive Notice Address:

  
 2 Riva Ridge Way 
 Greenville, SC 29615