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 15 Deering Court, Laurel Hollow, NY 11791
(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 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.

            


    

     

    (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 certain levels of annual consolidated pre-tax
      income for NIC 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 Qualitative
      Bonus payable to Employee in Fiscal 2011 shall be calculated, based on
      actual results of 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.

            	
              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.

    


    
      
         

      

      
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              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:

                        	 
	 
      	 
      	
                          Title:

                        	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
        	
                          /s/
      Richard Schuster

                        	 
	 
      	 
      	
                          Richard
      Schuster

                        	 
	 
      	 
      	 
      	 


                

              

            

          

        

      

    

    


    


    


    


    
      
         

      

      
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