Unassociated Document


    
      Exhibit
10.1

      


      FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

      


      This
First Amendment to Employment Agreement made this 19th day of February 2009,
and  effective January 6, 2009 (“First Amendment Effective Date”) by
and between Pomeroy IT Solutions, Inc., a Delaware corporation ("Company") and
Luther K. Kearns ("Executive").

       

      WHEREAS,
on  the  17th day of March 2008, Company and Executive
entered into  an  Employment  Agreement
(“Agreement”) where under Executive agreed to serve as the Company’s Senior Vice
President of Service Delivery pursuant to the terms thereof; and

      


      WHEREAS,
Company and Executive now desire to enter into this First Amendment to
Employment Agreement to provide Executive with additional responsibilities,
duties, and compensation incident thereto.

      


      NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
hereinafter set forth, the parties hereby agree as follows:

      


      NOW  THEREFORE,  in
consideration of the foregoing premises, and the mutual
covenants  hereinafter  set  forth,  the  parties  hereby  agree  as  follows:

      


      1.              As
of the First Amendment Effective Date, Executive shall serve as the Company’s
Senior Vice President of Service Delivery and Alliances.  Accordingly,
Section 1(a) of the Agreement is hereby amended by deleting the title “Senior
Vice President of Service Delivery” and replacing it with “Senior Vice President
of Service Delivery and Alliances.”  Furthermore, any and all other
references to Executive’s job title in and throughout the Agreement are likewise
amended to Senior Vice President of Service Delivery and Alliances.

      


      2.              Section
5 of the Agreement, titled “Bonuses,” is hereby amended by deleting such section
in its entirely and replacing it with the following:

      


      5.           Bonuses.

      


      Each year
during the remainder of the Initial Term of this Agreement, commencing January
6, 2009 and ending January 5, 2011, Executive shall have the opportunity to earn
both a quarterly and annual targeted bonus measured against financial criteria
consisting primarily of NPBT (as defined below) and “SGMD” (as defined below)
(as determined by the President and Chief Executive Officer of the Company in
conjunction with the Compensation Committee of the Board), of at least Two
Hundred Fifty Thousand Dollars ($250,000.00), with a potential bonus in excess
of such amount for achievement above target and a reduced bonus for achievement
below target, all in accordance with the applicable bonus
plan.  Two-thirds (2/3) of the potential targeted bonus shall be based
on achievement of quarterly criteria and one-third (1/3) shall be allocated to
annual attainment. Fifty (50%) percent of any potential quarterly bonus will be
predicated upon the attainment of NPBT and Fifty (50%) percent of any such
quarterly bonus will be predicated upon the attainment of SGMD.  The
potential annual bonus shall be predicated entirely on the attainment of
NPBT.  The bonus plan shall provide that under-performance in one
quarter can be made up in subsequent quarters on a year-to-date
basis.  The quarterly and annual bonuses payable to Executive during
the Employment Term shall be fully paid in cash.  

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      For
purposes of this Agreement, the Net Profit Before Taxes (“NPBT”) shall be
determined on a consolidated basis computed without regard to the bonus payable
to Executive pursuant to this Section 5, shall exclude any gains or losses
realized by Company on the sale or other disposition of its assets other than in
the ordinary course of business and shall exclude any extraordinary one-time
charges taken by the Company.  NPBT shall be determined by the
independent accountant regularly retained by the Company, subject to the
foregoing provisions of this subparagraph and in accordance with generally
accepted accounting principles.

      


      For
purposes of this Agreement, the term Sales Gross Margin Dollars (“SGMD”) shall
mean the sales gross profit of the Company on Infrastructure Sales and Technical
Staffing Solutions combined during the applicable period, as reflected on its
financial statements on a consolidated basis.  In making said sales
gross profit determination, all gains and losses realized on the sale or
disposition of Company’s assets not in the ordinary course shall be
excluded.  The SGMD shall be determined by the independent accountant
regularly retained by the Company according to the foregoing provisions of this
paragraph and in accordance with generally accepted accounting
principles.

       

      Said
determinations and payment of  any annual bonus shall be made no
later than the fifteenth (15th) day of
the third (3rd) month
following the end of the Company’s taxable year, and the determinations by the
accountant shall be final, binding and conclusive on all parties
hereto.  In the event the audited financial statements are not issued
before the fifteenth (15th) day of
the third (3rd) month
following the end of the Company’s taxable year, Company shall make any payment
due hereunder, if any, based on its best reasonable estimate of any liability
hereunder, which amount shall be recorded and shall be reconciled by both
parties once the audited financial statements are issued but in no event later
than the end of the calendar year in which the Company’s taxable year
ends.  Any quarterly bonus determinations shall be determined on a
consolidated basis by the independent accountant regularly retained by the
Company subject to the foregoing provisions of this paragraph and in accordance
with generally accepted accounting principles.  Any amount due
hereunder shall be paid within fifteen (15) days of the filing of Form 10-Q by
the Company for the respective quarter, but in no event later than the fifteenth
(15th) day of
the third (3rd) month
following the end of the Company’s taxable year.

      


      In the
event that Company acquires during any applicable fiscal year a company that had
gross revenues in excess of Twenty-Five Million Dollars ($25,000,000.00) for its
most recently concluded fiscal year, Company and Executive shall in good faith
determine whether any adjustments to the NPBT and SGMD criteria, whether upward
or downward, shall be made in order to reflect the effect of such acquisition on
the operations of the Company.

       

      Except as modified by this First
Amendment to Employment Agreement, the terms of the Employment
Agreement are hereby affirmed and ratified by the
parties.

      


      IN
WITNESS WHEREOF, this First Amendment to Employment
Agreement  has  been  executed  as  of  the  day  and  year
first above written.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                	 
      	
                        POMEROY
      IT SOLUTIONS, INC.

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        ___________________________________

                      
	 
      	 
      	
                        Christopher
      C. Froman

                      
	 
      	
                        Its:

                      	
                        President/Chief
      Executive Officer

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        _____________________________________

                      
	 
      	
                         Luther
      K.  Kearns