**Exhibit 10.24**

**RESTRICTED STOCK AWARD CERTIFICATE**

US EMPLOYEES 

*Non-transferable*

GRANT TO 

John J.Ellsworth 

(“Grantee”) 

by Scan*Source*, Inc. (the “Company”) of 

1,826 shares of its common stock, no par value (the “Shares”) 

on: May 17, 2010 (the “Grant Date”) 

pursuant to and subject to the provisions of the Scan*Source*, Inc. Amended and Restated 2002 Long-Term Incentive Plan (the“Plan”) and to the terms and conditions set forth in this Award Certificate (the “Certificate”). By accepting the Restricted Stock Award described herein, the Grantee shall be deemed to have agreed to the terms and conditions setforth in this Certificate and the Plan and understands and agrees that this Certificate constitutes an agreement between the Grantee and the Company. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to suchterms in the Plan. 

The Award shall become earned and vested only if and to the extent that the conditionsstated in Section 2 or Section 3 of the Certificate are met, subject to the other terms of the Certificate and the Plan. 

IN WITNESS WHEREOF, Scan*Source*, Inc., acting by and through its duly authorized officers, has caused thisCertificate to be duly executed. 

 

Grant Date: May 17, 2010 

**TERMS AND CONDITIONS**

1. Grant of Award. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions setforth in the Plan and in this Certificate, a Restricted Stock Award (the “Award”) for up to the number of Shares indicated on Page 1 hereof. 

2. Vesting and Earning of the Award. 

(a) The Award shall be deemed earned and vested only if (and to the extent that) the conditions stated in Section 2are met. The Committee has sole discretion to determine if the Award (or portion thereof) has been earned and vested. 

(b) The Award is subject to both continued service and performance requirements as follows: 

(i) First tranche: Up to fifty percent (50%) of the Shares subject to the Award (that is, 913 shares)shall (except as otherwise provided in Section 2(c) herein) vest and be earned if (A) the Grantee is employed by the Company on June 30, 2011, and has been an employee continuously since the Grant Date and (B) operating income(as defined below, “operating income”) for the Company for the fiscal year ended June 30, 2011 equals or exceeds $67,000,000. If both the continued service condition described in Section 2(b)(i)(A) and the performance conditiondescribed in Section 2(b)(i)(B) are not met, then none of the Shares subject to the first tranche shall vest; that is, both conditions must be met in order for any of such Shares to vest. 

(ii) Second tranche: Up to fifty percent (50%) of theShares subject to the Award (that is, 913 shares) shall (except as otherwise provided in Section 2(c) herein) vest and be earned if (A) the Grantee is employed by the Company on June 30, 2012 and has been an employee continuouslysince the Grant Date and (B) operating income for the fiscal year ended June 30, 2012 equals or exceeds $77,000,000. If both the continued service condition described in Section 2(b)(ii)(A) and the performance condition described inSection 2(b)(ii)(B) are not met, then none of the Shares subject to the second tranche shall vest; that is, both conditions must be met in order for any of such Shares to vest. 

(iii) The Award shall not be deemed vested and earned with respect to a particular tranche until both ofthe following events have occurred: (A) the completion of the Company’s audited financial statements for the particular fiscal year and (B) the Committee’s written certification regarding if and to the extent the applicableperformance goals have been met. 

(iv) For the purposes herein, “operating income”shall mean the amount reflected for the line item identified as Operating Income on the Company’s audited consolidated financial statements for each respective fiscal year referenced above. The Company’s calculation of operating incomeshall be conclusive and binding absent fraud or manifest and material error. 

(c) Notwithstanding that theconditions referenced in Section 2(b)(i) and/or Section 2(b)(ii) herein may have been met, the Committee shall have sole discretion to reduce (but not increase) the number of Shares deemed earned and vested (but not below 457 shares, thatis 50% of the number of shares subject to the particular tranche) if the Committee determines that such reduction is appropriate based on the Committee’s evaluation of the Grantee’s performance in the following areas: (A) acquisitionsand integration of acquisitions: (B) restructuring alternatives; (C) achievement of cost reduction goals; (D) acquisition and implementation of the Company-wide information technology project involving a new enterprise resourceplanning software package; or (E) such other corporate, divisional or individual goals as may be applied by the Committee. 

The period during which the Shares (or portion thereof) have not yet vested and been earned (or been forfeited) shall bereferred to herein as the “Restriction Period.” 

3. Effect of Termination; Forfeiture. 

(a) If the Grantee’s employment with the Company terminates for any reason other than as set forth inSection 3(b) herein, then the Grantee shall forfeit all of the Grantee’s right, title and interest in the Award (and the underlying Shares), to the extent not vested and earned as of the date of the Grantee’s termination ofemployment, and such Restricted Shares shall revert to the Company (without the payment by the Company of any consideration for such Shares) immediately following the event of forfeiture. 

(b) Notwithstanding the provisions of Section 2 and Section 3(a) herein, the Award shall be deemed earned andvested on the earliest to occur of the following: 

(i) as to all of the Shares, upon thetermination of the Grantee’s employment due to death or Disability; or 

(ii) as to all ofthe Shares, upon the Grantee’s termination of employment by the Company without Cause or by the Grantee for Good Reason if such termination occurs within twelve (12) months after the effective date of a Change in Control (or as mayotherwise be permitted under the Plan). 

4. Restrictions. The Award and the Shares are subject to the followingadditional restrictions: “Restricted Shares” mean those Shares underlying the Award (or portion thereof) that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares maynot be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. The restrictions imposed under this Section shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connectionwith any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company. 

5. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Companyduring the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shallbear a legend in substantially the following form: “This certificate and the shares of stock 

 

2 

represented hereby are subject to the terms and conditions contained in a Restricted Stock Award Certificate between the registered owner of the shares represented hereby and Scan*Source*,Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of Scan*Source*, Inc.” Stock certificates for the Shares or portion thereofwithout the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company withreasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to theissuance or transfer of the Shares. 

6. Voting and Dividend Rights. Subject to the terms of the Plan and thisCertificate, Grantee, as beneficial owner of the Shares, shall have full voting rights and other rights as a stockholder with respect to the Shares (once issued) during and after the Restricted Period; provided, however, that Grantee shall not haveany dividend rights with respect to the Shares unless, and then only to the extent that, the Shares have vested and the restrictions related to such Shares have lapsed. 

7. No Right of Continued Employment. Nothing in this Certificate shall interfere with or limit in any way the right of the Companyor any Affiliate to terminate Grantee’s employment or service at any time, nor confer upon Grantee any right to continue in the employ or service of the Company or any Affiliate. 

****8. Payment of Taxes. The Grantee will, no later than the date as of which any amount related to the Shares first becomesincludable in the Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes (including FICA taxes) required bylaw to be withheld with respect to such amount. The withholding requirement may be satisfied, in whole or in part, at the election of the Company, by withholding from this Award Shares having a Fair Market Value on the date of withholding equal tothe minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the company under this Certificate shall be conditional on such paymentor arrangements, and the Company or, where applicable, its Affiliates, will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Grantee. The Grantee acknowledges that the Companyhas made no warranties or representations to the Grantee with respect to the tax consequences (including but not limited to income tax consequences) with respect to the grant of the Award or receipt or disposition of the Shares (or any otherbenefit), and the Grantee is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Grantee acknowledges that there may be adverse tax consequences upon the grant of the Award and/or theacquisition or disposition of the Shares subject to the Award and that the Grantee has been advised that she should consult with her own attorney, accountant and/or tax advisor regarding the decision to enter into this Certificate and theconsequences thereof. The Grantee also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Grantee. ****

9. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificateshall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling anddeterminative. 

10. Successors. This Certificate shall be binding upon any successor of the Company, in accordance withthe terms of this Certificate and the Plan. 

11. Severability. If any one or more of the provisions contained in thisCertificate is invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 

12. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent byregistered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Scan*Source*, Inc., 6 Logue Court, Greenville, South Carolina 29615, Attn: Secretary, or any other addressdesignated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company. 

 

3 

13. Nontransferability. The Award and underlying Shares may not be sold, transferred,exchanged, assigned, pledged, hypothecated or otherwise encumbered unless and until the Award (or portion thereof) has vested and the underlying Shares have been distributed. 

14. Beneficiary Designation. The Grantee may, in the manner determined by the Committee, designate a beneficiary to exercise therights of the Grantee hereunder and to receive any distribution with respect to the Award upon the Grantee’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights hereunder is subject to all terms andconditions of this Award Certificate and the Plan and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Grantee, the Grantee’s rights with respect to the Awardmay be exercised by the legal representative of the Grantee’s estate, and payment shall be made to the Grantee’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Grantee at any time provided thechange or revocation is filed with the Company. 

 

4