ex10_1.htm


    
      

    

    EXHIBIT
10.1

    


    AMENDED & RESTATED
EMPLOYMENT AGREEMENT

    


    This
Amended and Restated Employment Agreement (the “Agreement”) made this 6th day
of January 2009 shall be effective as of the 6th day of January 2009 (the
“Effective Date”) between POMEROY IT SOLUTIONS, INC., a
Delaware Corporation (the “Company”) and PETER J. THELEN (the
“Executive”).

     

    W
I T N E S S E T H:

     

    WHEREAS, the Company and
Executive entered into an Employment Agreement, which became effective on
January 6, 2008;

     

    WHEREAS, the Company and the
Executive desire to amend and restate the Employment Agreement in its entirety
to reflect certain changes agreed upon by Company and Executive regarding his
promotion to the position Senior Vice President of Sales and Marketing and
compensation incident thereto;

     

    NOW THEREFORE, in
consideration of the continued employment of the Executive by the Company and
the benefits to be derived by the Executive hereunder, and of the Executive’s
agreement to continued employment by the Company as provided herein, the parties
hereto hereby agree as follows:

     

    
      	
              1.

            	
              Position/Duties.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Executive
      shall serve as the Senior Vice President of Sales and Marketing of the
      Company and shall report to the President and Chief Executive Officer of
      the Company. In this capacity, Executive shall have such duties,
      authorities and responsibilities commensurate with the duties, authorities
      and responsibilities of persons in similar capacities in similar size
      companies and such other duties and responsibilities as the President
      and Chief Executive Officer of the Company or the Board of Directors of
      the Company (“Board”) shall from time to time assign to him consistent
      with the Executive’s position as  Senior Vice President of Sales
      and Marketing of the Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              During
      the Employment Term (as defined in Section 2), the Executive shall devote
      substantially all his business time and efforts to the business and
      affairs of the Company and the performance of his duties
      hereunder.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Executive’s
      primary workplace shall be the Company’s offices in Hebron, Kentucky,
      except for usual and customary travel on the Company’s
      business.

            


    

    


    
      	
              2.

            	
              Term of
      Employment.

            


    

     

    This
Agreement shall be in effect beginning on the Effective Date and terminating
upon the earlier of (a) January 5, 2011 (the “Initial Term”) or (b) the Date of
Termination as defined in Section 8(g).  The period of time from the
Effective Date through the Initial Term and any Renewal Term, as defined in
Section 3, or the Date of Termination, as applicable, is referred to as the
“Employment Term”.

     

    
      	
              3.

            	
              Renewal
      Term.

            


    

     

    The term
of Executive’s employment and this Agreement shall automatically renew for
additional consecutive renewal terms of one (1) year unless either party gives
written notice of his/its intent not to renew the terms of the Agreement ninety
(90) days prior to the expiration of the then expiring
term.  Executive’s Base Salary for each Renewal Term shall be
negotiated and mutually agreed upon by and between the Company and Executive;
however, in no event shall Executive’s Base Salary for any Renewal Term be less
than the Base Salary in effect for the prior year.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              4.

            	
              Base
      Salary.

            


    

     

    During
each fiscal year of the Company during the Initial Term of this Agreement, the
Company agrees to pay Executive a base salary (“Base Salary”) at an annual rate
of Two Hundred Twenty-Five Thousand Dollars ($225,000.00).   Said
Base Salary shall be payable in accordance with the regular payroll practices of
the Company, but not less frequently than monthly.  Executive’s Base
Salary shall be subject to an annual review by the President and Chief Executive
Officer of the Company in conjunction with the  Company’s Board of
Directors (“Board”) or a committee thereof (and may be increased, but not
decreased, from time to time incident thereto ).

     

    
      	
              5.

            	
              Bonuses.

            


    

     

    Each year
during the Initial Term 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 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 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.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              6.

            	
              Equity
      Awards.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Stock
      Options.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Upon
      the Effective Date of this Agreement, Executive shall be awarded an option
      to acquire Seventeen Thousand Five Hundred (17,500) shares of the common
      stock of the Company under the Company’s Amended and Restated 2002 Stock
      Incentive Plan (“Plan”) at the fair market value of such common shares as
      of the date of the award.  For purposes of this Agreement, the
      fair market value as of the applicable date shall mean, with respect to
      the common shares, the closing sales price of a share of the Company’s
      common stock on the over-the-counter market on the last market trading day
      prior to the date on which the value is to be determined (or the next
      preceding date on which sales occurred, if there were no sales on such
      date). Four Thousand Three Hundred Seventy-Five (4,375) shares shall
      vest upon the Effective Date of Executive’s employment and Four Thousand
      Three Hundred Seventy-Five (4,375) shares shall vest on each of the first
      three annual anniversaries of the Effective Date.  In the event
      that the Company does not renew this Agreement at the expiration of the
      Initial Term of this Agreement pursuant to the provisions of Section 3,
      100% of any such options awarded to Executive under this Section 6(a)(i)
      shall fully vest immediately upon the expiration of the Initial Term of
      this Agreement. The term of the award set forth above shall be for a
      period of five (5) years from the date of such award.  A copy of
      the Award Agreement is attached hereto as Exhibit A.  The
      options to be granted incident hereto shall be non-qualified stock options
      and shall not be treated by the Company or the Executive as an incentive
      stock option for federal income tax
purposes.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      the event a Change In Control (as defined in Section 10) occurs during the
      Initial Term of this Agreement, then all Seventeen Thousand Five Hundred
      (17,500)  shares shall be fully vested immediately prior to the
      Change In Control.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              In
      addition, on each annual anniversary of the Effective Date, Executive
      shall be eligible for an additional stock option grant at the sole
      discretion of the President and Chief Executive Officer of the Company in
      conjunction with the Compensation Committee of the
  Board.

            


    

     

    


    
      	
               
      

            	
              (b)

            	
              Restricted
      Stock.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Upon
      the Effective Date of this Agreement, the Company shall grant Executive an
      equity award of Twelve Thousand Five Hundred (12,500)  shares of
      restricted stock under the Plan.  Said restricted stock shall
      vest and the restrictions thereon shall lapse in full on the fourth
      (4th)
      annual anniversary of the Effective Date. In the event a Change In Control
      occurs during the Initial Term of this Agreement, One Hundred Percent
      (100%) of such restricted stock shall fully vest and the restrictions
      thereon shall lapse immediately prior to the Change In
      Control.  In the event that Company does not renew this
      Agreement at the expiration of the Initial Term of this Agreement pursuant
      to the provisions of Section 3, 100% of such restricted stock shall fully
      vest and the restrictions thereon shall lapse immediately upon the
      expiration of the Initial Term of this Agreement.   A copy
      of the Restricted Stock Award Agreement is attached hereto as Exhibit
      B. 

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      addition, on each annual anniversary of the Effective Date, Executive
      shall be eligible for an additional award of restricted stock under the
      Plan at the sole discretion of the President and Chief Executive Officer
      of the Company in conjunction with the Compensation Committee of the
      Board.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (c)

            	
              Adjustments to Number
      of Shares.  The provisions of this Section 6 shall be
      appropriately adjusted for any stock splits, reverse splits, stock
      dividends, combinations or reclassifications of the Company’s common
      stock, or any other similar increases or decreases in the number of issued
      shares of such common stock affected without receipt of consideration by
      the Company.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Representations and
      Warranties of the Company.  The Company represents and
      warrants to Executive that (i) the shares he acquires pursuant to
      options and restricted stock awards as provided for in this Agreement will
      be issued under the Plan; (ii) the Plan and the options and
      restricted stock awards to be made hereunder are covered under a Form S-8
      registration statement (the effectiveness of which shall continue to be
      maintained so that Executive can resell the shares he receives pursuant to
      options and restricted stock awards pursuant to this Agreement on a
      current basis once exercised or vested, as applicable), (iii) there
      are currently, and will continue to be, adequate shares available under
      the Plan for the issuance of stock pursuant to all options and the
      restricted stock awards provided for in this Agreement; and (iv) the
      Plan permits the contemplated provisions of such
  grants.

            


    

     

    
      	
              7.

            	
              Fringe
      Benefits.    During
      the Employment Term, Executive shall be entitled to the following
      benefits:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Insurance
      .  Executive shall be provided with standard medical,
      health, and other insurance coverage in accordance with the plans from
      time to time maintained by the Company for its senior management
      employees.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Vacation
      .  Executive shall be entitled each year to (3) weeks of
      vacation, during which his compensation will be paid in full; provided,
      however, Executive shall not take more than two weeks of vacation
      consecutively without the prior written consent of the President and Chief
      Executive Officer of the Company.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Insurance During the
      Term of Employment Agreement.   During the Term of
      Employment Agreement, Company shall maintain on the life of the Executive,
      provided he is insurable at standard rates, a term life insurance policy
      in the amount of Five Hundred Thousand Dollars
      ($500,000.00).  Executive shall have the right to designate the
      beneficiary of such policy.  Executive agrees to take any and
      all physicals that are necessary incident to the issuance and/or renewal
      of said policy.  In addition, Executive agrees to take any and
      all physicals necessary incident to the procurement of Key Man insurance
      upon his life by Company.  In the event that Executive is not
      insurable at standard rates during the term of this Agreement, but
      Executive is able to procure rated coverage, Executive has the right to
      procure coverage at a lower amount of insurance, the cost of which is
      equivalent to the standard term rate cost of Five Hundred Thousand Dollars
      ($500,000.00) in coverage.  In the event Executive is not
      insurable, which determination must be made no later than the first
      anniversary of the Effective Date then Company shall, within thirty (30)
      days after the first anniversary of the Effective Date, pay Executive an
      amount equal to the projected cost of the contemplated term insurance of
      Five Hundred Thousand Dollars ($500,000.00) at standard rates in a single
      lump sum.  In the event that Executive should die prior to the
      insurance being obtained hereunder or in the event insurance cannot be
      obtained for medical reasons, Company shall have no obligation to
      Executive or his beneficiary for payment of any of the death benefit
      amount upon Executive’s death.  Company and Executive agree to
      use diligent efforts after the Effective Date to obtain the coverage upon
      Executive’s life hereunder.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Car Allowance
      .  Company shall provide Executive with a car allowance
      of Nine Hundred Dollars ($900.00) per month to be paid in accordance with
      normal payroll practices for allowances, which shall be paid each month on
      a date determined by the Company.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Home
      Office.  Company shall provide Executive with a home
      office allowance of Two Hundred Dollars ($200.00) per month, which shall
      be paid each month on a date determined by the
  Company.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (f)

            	
              Expenses.    During
      the Employment Term, Executive shall be entitled to receive prompt
      reimbursement for all reasonable and customary travel and entertainment
      expenses or other out-of-pocket business expenses incurred by Executive in
      preparing for and fulfilling the Executive’s duties and responsibilities
      hereunder, including all expenses for travel while away from home on
      business or at the request or in the service of the Company, provided that
      such expenses are incurred and accounted for in accordance with the
      policies and procedures established by the Company.  Executive
      shall use reasonable best efforts to take advantage of advance purchase
      pricing for airplane tickets.  Amounts reimbursable pursuant to
      this subparagraph shall be paid within thirty (30) days following
      Executive's written request for reimbursement in accordance with policies
      maintained by Company; provided that Executive provides written request no
      later than sixty (60) days prior to the last day of the calendar year
      following the calendar year in which the expense was
      incurred.  In order to comply with Section 409A of the Code, the
      amount of expenses eligible for reimbursement during any calendar year
      shall not affect the amount of expenses eligible for reimbursement during
      any other calendar year, and the right to reimbursement shall not be
      subject to liquidation or exchange for another
  benefit.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Benefit Plans
      .  Executive shall participate, after meeting eligibility
      requirements, in any qualified retirement plans and/or welfare plans
      maintained by the Company during the Employment
  Term.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Executive
      shall be responsible for all taxes owed, if any, on the fringe benefits
      provided to him pursuant to this Section
7.

            


    

    


    


    
      	
              8.

            	
              Termination.

            


    

     

    Executive’s
employment hereunder and the Employment Term shall be terminated under the first
of the following to occur:

     

    
      	
               
      

            	
              (a)

            	
              Death
      .  The Executive’s employment hereunder shall
      automatically terminate upon the death of the
  Executive.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Disability
      .  The Executive’s employment hereunder shall terminate
      upon written notice by the Company to the Executive, of termination due to
      Disability.  For purposes of this Agreement, “Disability” or
      “Disabled” shall mean the Executive’s incapacity due to physical or mental
      illness to substantially perform his duties and the essential functions of
      his position, with or without reasonable accommodation on a full-time
      basis for One Hundred Eighty (180) days (including weekends and holidays)
      in any Three Hundred Sixty-Five (365) day period.  The existence
      or non-existence of a physical or mental injury, infirmity or incapacity
      shall be determined by an independent physician mutually agreed to by the
      Company and the Executive (provided that neither party shall unreasonably
      withhold their consent).

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              (c)

            	
              Cause . The
      Company may terminate the Executive’s employment hereunder for
      Cause.  For purposes of this Agreement, the Company shall have
      “Cause” to terminate the Executive’s employment hereunder
      upon:

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      conviction of Executive of a felony or other crime involving theft,
      misappropriation of funds, fraud or moral
  turpitude;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      engaging by Executive in conduct which is demonstrably and materially
      injurious to the Company, monetarily or otherwise, including but not
      limited to any material misrepresentation related to the performance of
      his duties, misappropriation, fraud, including with respect to the
      Company’s accounting and financial statements, embezzlement or conversion
      by Executive of the Company’s or any of its subsidiaries’ property in
      connection with Executive’s duties or in the course of the Executive’s
      employment with the Company;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (iii)

            	
              Executive’s
      gross negligence or gross misconduct in carrying out his duties hereunder
      resulting, in either case, in material harm to the Company;
    or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Any
      act or omission constituting a material breach by the Executive of any
      material provision of this
Agreement.

            


    

     

    Notwithstanding
the foregoing, in the event the basis for a termination for Cause is under
subsections 8(c)(iii) or (iv) above, Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to him a
written notice from the President and Chief Executive Officer asserting that he
has engaged in the conduct set forth above in Sections 8(c)(iii) or (iv) (as
interpreted and enforced consistently with the Company’s treatment of all other
executives and senior management) and specifying the particulars thereof in
detail, and Executive shall not have cured such conduct to the reasonable
satisfaction of the President and Chief Executive Officer within thirty (30)
days after receipt of such resolution.

     

    
      	
               
      

            	
              (d)

            	
              Without Cause
      .  Upon written notice by the Company to the Executive of
      an involuntary termination without Cause, other than for death or
      Disability.

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              (e)

            	
              Good Reason
      .  Upon written notice by the Executive to the Company of
      the termination of his employment hereunder for Good
      Reason.  “Good Reason” shall mean Executive’s resignation from
      employment within thirty (30) days after the occurrence of one of the
      events hereinafter enumerated; provided, however, that Executive must
      provide written notice to the Company within thirty (30) days after the
      occurrence of the event allegedly constituting Good Reason and the Company
      shall have thirty (30) days after such notice is given to
      cure:  (i) a material diminution in Executive’s authority,
      duties or responsibilities without Executive’s written consent; (ii) a
      material diminution in Executive’s  Base Salary or targeted
      annual bonus at any time during the Employment Term without Executive’s
      written consent; (iii) a requirement that Executive report to an officer
      or employee of the Company instead of reporting directly to the President
      and Chief Executive Officer of the Company; (iv) the relocation of
      Executive to an area that is greater than thirty (30) miles from the
      Greater Cincinnati/Northern Kentucky metropolitan area without the consent
      of Executive; and (v) any other action or inaction that constitutes a
      material breach by Company of this
Agreement.

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              (f)

            	
              Voluntary Termination
      .  If Executive terminates employment with Company
      without Good Reason, Executive agrees to provide the Company with thirty
      (30) days prior written notice.  Company, in its sole
      discretion, following its receipt of such written notice from Executive
      may accelerate the termination of Executive’s employment and the right to
      any further compensation to a date prior to the Thirtieth (30th)
      day after receipt of such written notice after receipt of such written
      notice.

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              (g)

            	
              Date of Termination
      .  For purposes of this Agreement, “Date of Termination”
      shall mean (i) if Executive is terminated as Senior Vice President of
      Sales and Marketing by the Company for Disability, thirty (30) days after
      written notice of such determination is given to Executive (provided that
      Executive shall not have returned to perform his duties on a full time
      basis during such thirty (30) day period); (ii) if Executive’s employment
      is terminated by the Company for any other reason, the date on which a
      written notice of termination is given, provided that, in the case of the
      termination for Cause under Sections 8(c)(iii) or (iv), Executive shall
      not have cured the matter or matters stated in the Notice of Termination
      within the thirty (30) day period provided in Section 8(c)(iii) or (iv);
      (iii) if Executive terminates his employment for Good Reason, the date of
      Executive’s resignation, provided that the notice and cure provisions in
      Section 8(e) have been complied with; (iv) if Executive terminates
      employment for other than Good Reason, the date specified in Executive’s
      notice in compliance with Section 8(f) or, (v) in the event of Executive’s
      death, the date of death.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                 
      

              	
                (h)

              	
                Notice of Termination
      .  Any termination of Executive’s employment by the
      Company or by Executive under this Section 8 (other than in the case of
      death) shall be communicated by a written notice (“Notice of Termination”)
      to the other party hereto, indicating the specific termination provision
      in this Agreement relied upon. If the termination provision relied upon
      requires notice and an opportunity to cure, then the Notice of Termination
      shall set forth in reasonable detail any facts and circumstances claimed
      to provide a basis for termination of Executive’s employment under the
      provisions so indicated.   The Notice of Termination shall
      specify a date of termination and shall be delivered within the time
      period set forth in the various paragraphs of this Section 8, as
      applicable (the “Notice Period”).

              


      

      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                (i)

              	
                Compliance with 409A
      .  To the extent any payment under Section 9 is subject
      to Section 409A of the Internal Revenue Code of 1986, as amended (the
      “Code”) or exempt therefrom solely by virtue of the separation pay plan
      exceptions under Treasury Regulations Section 1.409A-1(b)(9), a
      termination of Executive’s employment will not be deemed to occur unless
      such termination constitutes a separation from service under Section 409A
      of the Code and the regulations promulgated
  thereunder.

              


      

    

     

    
      	
              9.

            	
              Compensation Upon
      Termination.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Disability.  In
      the event the Employment Term ends on account of Executive’s Disability,
      the Company shall pay or provide Executive (i) any unpaid Base Salary
      through the date of termination and any accrued vacation in accordance
      with Company policy; (ii) any unpaid bonus earned with respect to any
      fiscal year or any fiscal quarter ending on or preceding the date of
      termination; and (iii) reimbursements for any unreimbursed expenses
      incurred through the date of termination (collectively “Accrued
      Amounts”).  In addition, Executive shall receive any Prorata
      Bonus as hereinafter defined.  For purposes hereof, a “Prorata
      Bonus” shall be determined by calculating a prorata portion of the
      Executive’s targeted bonus for the performance year in which the
      Executive’s termination occurs, payable at the time the annual bonuses are
      paid to the other senior Executives, (determined by multiplying the amount
      the Executive would have received based upon actual performance had his
      employment continued through the end of the performance year, by a
      fraction, the number of which is the number of days during the performance
      year of termination that the Executive is employed by the Company and the
      denominator of which is Three Hundred Sixty-Five (365)).  The
      Accrued Amounts shall be paid within ten (10) days after the Date of
      Termination.  Any Pro Rata Bonus shall be paid at the same time
      other bonuses are paid with respect to the applicable performance
      year.    
      In addition, Executive shall be entitled to the
      following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              an
      amount equal to his then-applicable full Base Salary minus Eighty-Four
      Thousand Dollars ($84,000) (or such other amount as may be available to
      Executive pursuant to any salary continuation benefits under an accident
      and health benefit plan sponsored by the Company) to be paid within ten
      (10) days after the Date of Termination;
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Executive
      shall be entitled to any rights he may have under the Consolidated Omnibus
      Budget Reconciliation Act of 1985, as amended
      (“COBRA”).  Company shall reimburse Executive for any premium
      for COBRA health, dental, and vision coverage paid by Executive (including
      coverage for Executive’s family) for a period of one (1) year after the
      Date of Termination.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Death
      .  In the event of Executive’s death, the Executive’s
      estate (or to the extent a beneficiary has been designated in accordance
      with a program, the beneficiary under such program) shall be entitled to
      any Accrued Amounts and a Prorata Bonus (as defined in Section
      9(a).  Such Accrued Amounts shall be paid within ten (10) days
      after the date of Executive’s death.   In addition,
      Executive’s beneficiary shall receive any Prorata Bonus as defined in
      Section 9(a) payable in the manner set forth in Section
    9(a).

            


    

    
       

    

    
      	
               
      

            	
              (c)

            	
              Termination for Cause
      or Without Good Reason .  If the Executive’s employment
      should be terminated (i) by the Company for Cause, or (ii) by the
      Executive without Good Reason, Company shall pay to the Executive any
      Accrued Amounts within ten (10) days after the Date of
      Termination.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              Termination Without
      Cause or For Good Reason .  If Executive’s employment is
      terminated by the Company without Cause or the Executive terminates his
      employment for Good Reason, Executive shall be entitled to receive from
      the Company all Accrued Amounts through the Date of Termination and a
      Prorata Bonus (as defined in Section 9(a).  Such Accrued Amounts
      shall be paid within ten (10) days after the Date of
      Termination.  Any Prorata Bonus shall be payable in the manner
      set forth in Section 9(a). Contingent upon Executive delivering to the
      Company a release in the form attached hereto as Exhibit C within 45 days
      after the Date of Termination, and the release becoming effective and
      irrevocable in accordance with its terms, Executive shall be entitled to
      the following:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Provided
      that Executive is not, at the time of payment, employed by a competitor or
      otherwise in breach of this Agreement, the Company shall pay Executive an
      amount equal to Executive's then-applicable full Base Salary (the
      "Severance Benefit").  The Severance Benefit shall be paid in a
      single lump sum during the first payroll cycle immediately following the
      date that the release becomes effective and irrevocable in accordance with
      its terms, but in no event later than sixty (60) days after the Date of
      Termination.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Executive
      shall be entitled to his COBRA rights under the Company’s group health
      plans.  Company shall reimburse Executive for any premium for
      COBRA health, dental, and vision coverage paid by Executive (including
      coverage for Executive’s family) for a period of one (1) year after the
      Date of Termination.

            


    

     

    No
amounts paid under this Section 9 will be reduced by any earnings that Executive
may receive from any other source.

    


    
      	
              10.

            	
              Change In Control
      Benefits.

            


    

     

    
      	
               
      

            	
              (a)

            	
              For
      purposes of this Agreement, “Change In Control”
      shall mean the first to occur of any of the following
      events:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      “person” (as defined in Section 13(d) and 14(d) of the Securities Exchange
      Act of 1934, as amended (the “Exchange Act” ) , excluding for this
      purpose, (A) the Company or any subsidiary of the Company, or (B) any
      employee benefit plan of the Company or any subsidiary of the Company, or
      any person or entity organized, appointed or established by the Company
      for or pursuant to the terms of any such plan, which acquires beneficial
      ownership of voting securities of the Company, is or becomes the
      “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly of securities of the Company representing more than
      fifty percent (50%) of the combined voting power of the Company’s then
      outstanding securities; provided, however, that no Change In Control will
      be deemed to have occurred as a result of a change in ownership percentage
      resulting solely from an acquisition of securities by the Company;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              persons
      who, as of the Effective Date constitute the Board (the “Incumbent Directors” )
      cease for any reason, including without limitation, as a result of a
      tender offer, proxy contest, merger or similar transaction, to constitute
      at least a majority thereof, provided that any person becoming a director
      of the Company subsequent to the Effective Date shall be considered an
      Incumbent Director if such person’s election or nomination for election
      was approved by a vote of at least fifty percent (50%) of the Incumbent
      Directors; but provided further, that any such person whose initial
      assumption of office is in connection with an actual or threatened
      election contest relating to the election of members of the Board or other
      actual or threatened solicitation of proxies or consents by or on behalf
      of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act)
      other than the Board, including by reason of agreement intended to avoid
      or settle any such actual or threatened contest or solicitation, shall not
      be considered an Incumbent Director;
or

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (iii)

            	
              consummation
      of a reorganization, merger or consolidation or sale or other disposition
      of at least eighty percent (80%) of the assets of the Company (a “Business Combination”),
      unless, in each case, following such Business Combination, all or
      substantially all of the individuals and entities who were the beneficial
      owners of outstanding voting securities of the Company immediately prior
      to such Business Combination beneficially own, directly or indirectly,
      more than fifty percent (50%) of the combined voting power of the then
      outstanding voting securities entitled to vote generally in the election
      of directors of the Company resulting from such Business Combination
      (including, without limitation, a company which, as a result of such
      transaction, owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) in
      substantially the same proportions as their ownership, immediately prior
      to such Business Combination, of the outstanding voting securities of the
      Company; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              approval
      by the stockholders of the Company of a complete liquidation or
      dissolution of the Company.

            


    

     

    
      	
            	
              (b)

            	
              Upon
      a Change In Control of the Company, the Executive shall be entitled to
      receive the following:

            


    

    


    
      	
               
      

            	
              (i)

            	
              100%
      of all of Employee’s stock options and restricted shares, including those
      stock options and restricted shares awarded to Employee under Section 6(a)
      and 6(b) above and those stock options and restricted shares awarded to
      Employee prior to the Effective Date that are still valid and existing at
      the time of any such Change in Control, shall vest and any restrictions
      hereon shall lapse immediately prior to the Change in
    Control.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Executive
      shall be entitled to the benefits set forth in Section 9(d) if his
      employment is terminated Without Cause or For Good Reason after such
      Change in Control.  For purposes of clarity, a failure by
      Company to have the acquiring company assume this Agreement in accordance
      with Section 16(a) shall constitute a material breach of this Agreement
      within the meaning of Section 8(e)(iv) (relating to the definition of Good
      Reason).

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Anything
      in this Agreement to the contrary notwithstanding, in the event that it is
      determined that any payment (other than the Gross-Up payments provided for
      in this subsection) or distribution by the Company or any of its
      affiliates to or for the benefit of the Executive, whether paid or payable
      or distributed or distributable pursuant to the terms of this Agreement or
      otherwise pursuant to or by reason of any other agreement, policy, plan,
      program or arrangement, including without limitation any stock option or
      similar right, or the lapse or termination of any restriction on or the
      vesting or exercisability of any of the foregoing (a “Payment”), would be
      subject to the excise tax imposed by Section 4999 of the Internal
      Revenue Code of 1986, as amended (the “Code”) (or any successor provision
      thereto) by reason of being considered “contingent on a change in
      ownership or control” of Company or any of its affiliates, within the
      meaning of Section 280G of the Code (or any successor provision
      thereto) or to any similar tax imposed by state or local law, or any
      interest or penalties with respect to such tax (such tax
      or  taxes, together with any such interest and penalties, being
      hereafter collectively referred to as the “Excise Tax”), then the
      Executive will be entitled to receive an additional payment or payments
      (collectively, a “Gross-Up Payment”).  The Gross-Up Payment will
      be in an amount such that, after payment by the Executive of all taxes
      (including any interest or penalties imposed with respect to such taxes),
      including any Excise Tax imposed upon the Gross-Up Payment, the Executive
      retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
      upon the Payment.  The Gross-Up Payment shall be made to
      Executive on or as soon as practicable following the date of the closing
      of the transaction resulting in such change in control, and in no event
      later than the end of the calendar year next following the calendar year
      in which Executive pays the Excise
Taxes.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
determination of whether an Excise Tax would be imposed, the amount of such
Excise Tax, and the calculation of the amounts referred to above will be made by
the Company’s regular independent accounting firm (as in effect immediately
prior to the transaction that gives rise to the Excise Tax) at the expense of
the Company or, at the election of Executive, another nationally recognized
independent accounting firm, which shall provide detailed supporting
calculations.

     

    
      	
               11.

            	
              Confidentiality,
      Competition, etc.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Confidentiality
      .  The Executive agrees that he shall not, directly or
      indirectly, make available, sell, disclose or otherwise communicate to any
      person, other than in the course of the Executive’s employment and for the
      benefit of the Company (as determined by the Executive in good faith),
      either during the period of the Executive’s employment or at any time
      thereafter, any nonpublic, proprietary or confidential information,
      knowledge or data relating to the Company, any of its subsidiaries,
      affiliated companies or businesses, which shall have been obtained by the
      Executive during the Executive’s employment by the Company. The foregoing
      shall not apply to information that (i) was known to the public prior to
      its disclosure to the Executive; (ii) becomes known to the public
      subsequent to disclosure to the Executive through no wrongful act of the
      Executive or any representative of the Executive; or (iii) the Executive
      is required to disclose by applicable law, regulation or legal process
      (provided that the Executive provides the Company with prior notice of the
      contemplated disclosure and reasonably cooperates with the Company at its
      expense in seeking a protective order or other appropriate protection of
      such information). Notwithstanding clauses (i) and (ii) of the preceding
      sentence, the Executive’s obligation to maintain such disclosed
      information in confidence shall not terminate where only portions of the
      information are in the public
domain.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Nonsolicitation
      . During the Executive’s employment with the Company and for the
      one (1) year period thereafter, the Executive agrees that he will not,
      directly or indirectly, individually or on behalf of any other person,
      firm, corporation or other entity, knowingly solicit, aid or induce (i)
      any managerial level employee of the Company or any of its subsidiaries or
      affiliates to leave such employment in order to accept employment with or
      render services to or with any other person, firm, corporation or other
      entity unaffiliated with the Company or knowingly take any action to
      materially assist or aid any other person, firm, corporation or other
      entity in hiring any such employee (provided, that the foregoing shall not
      be violated by general advertising not targeted at Company employees nor
      by serving as a reference for an employee with regard to an entity with
      which the Executive is not affiliated), or (ii) any customer of the
      Company or any of its subsidiaries or affiliates to purchase goods or
      services then sold by the Company or any of its subsidiaries or affiliates
      from another person, firm, corporation or other entity or assist or aid
      any other persons or entity in identifying or soliciting any such customer
      (provided, that the foregoing shall not apply to any product or service
      which is not covered by the noncompetition provision set forth In Section
      11(c), below).

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              (c)

            	
              Noncompetition
      .  
      The Executive acknowledges that he performs services of a unique
      nature for the Company that are irreplaceable, and that his performance of
      such services to a competing entity that (i) is a value added reseller of
      computer hardware or software or (ii) provides product services,
      consulting services and professional services, including but not limited
      to advisory services, deployment services, staffing services and
      information technology outsourcing services (collectively, “Infrastructure
      Solutions Services”) will result in irreparable harm to the Company.
      Accordingly, during the Executive’s employment hereunder, and, except as
      provided in Section 11(h), for the one (1) year period thereafter, the
      Executive agrees that the Executive will not, directly or indirectly, own,
      manage, operate, control, be employed by (whether as an employee,
      consultant, independent contractor or otherwise, and whether or not for
      compensation), or render services to, any person, firm, corporation or
      other entity, in whatever form, that is (i) a value added reseller of
      computer hardware or software or (ii) an Infrastructure Solution
      Services provider, and, in either case, provides goods or services
      primarily to customers in North America.  This Section 11(c)
      shall not prevent the Executive from (i) owning not more than one percent
      (1%) of the total shares of all classes of stock outstanding of any
      publicly traded entity that is a value added reseller of computer hardware
      or software, (ii) rendering services to charitable organizations, as such
      term is defined in Section 501(c) of the Code, or (iii) directly or
      indirectly owning, managing, operating, controlling, or being employed by
      (whether as an employee, consultant, independent contractor or otherwise,
      and whether or not for compensation), or rendering services to, any
      person, firm, corporation or other entity, in whatever form, that is in
      any of the following businesses: (A) developing computer software
      (but not such a developer that sells software directly to end users), (B)
      selling computer hardware or software to persons or entities other than
      end users, and (C) providing consulting services to clients in industries
      to which the Company has not provided Infrastructure Solution Services
      during the year preceding termination of the Executive’s employment with
      the Company.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                (d)

              	
                Nondisparagement
      .  
      Each of the Executive and the Company (for purposes hereof, “the
      Company” shall mean only (i) the Company by press release or other
      formally released announcement and (ii) the Executive officers and
      directors thereof and not any other employees) agrees that during the
      Employment Term and for five (5) years thereafter not to make any public
      statements that disparage the other party, or in the case of the Company,
      its respective affiliates, employees, officers, directors, products or
      services.  Notwithstanding the foregoing, statements made in the
      course of sworn testimony in administrative, judicial or arbitral
      proceedings (including, without limitation, depositions in connection with
      such proceedings) shall not be subject to this Section 11(d). This
      provision shall also not cover normal competitive statements which do not
      cite the Executive’s employment by the
Company.

              


      

      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                (e)

              	
                Equitable Relief and
      Other Remedies . The
      parties acknowledge and agree that the other party’s remedies at law for a
      breach or threatened breach of any of the provisions of this Section would
      be inadequate and, in recognition of this fact, the parties agree that, in
      the event of such a breach or threatened breach, in addition to any
      remedies at law, the other party, without posting any bond, shall be
      entitled to obtain equitable relief in the form of specific performance,
      temporary restraining order, a temporary or permanent injunction or any
      other equitable remedy which may then be
  available.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Reformation .
      If it is determined by a court of competent jurisdiction in any state that
      any restriction in this Section 11 is excessive in duration or scope or is
      unreasonable or unenforceable under the laws of that state, it is the
      intention of the parties that such restriction may be modified or amended
      by the court to render it enforceable to the maximum extent permitted by
      the law of that state.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Survival of Provisions
      . The obligations contained in this Section 11 shall survive the
      termination or expiration of the Executive’s employment with the Company
      and shall be fully enforceable
thereafter.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Non-Competition Not
      Applicable .  The one (1) year non-competition provision
      set forth in Section 11(c) commencing on the date of Executive’s
      termination of employment shall not be applicable if Company does not
      renew this Agreement upon the expiration of the Initial Term of this
      Agreement or any Renewal Term; provided, however, such one (1) year
      non-competition provision shall be applicable in any such instance if the
      Company elects in writing to compensate Executive pursuant to Section
      11(i) of this Agreement.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Optional Payment for
      Non-Competition .  In the event that (i) the Company does
      not renew this Agreement upon the expiration of the Initial Term of this
      Agreement or any Renewal Term with notice to Executive of such nonrenewal
      at least  ninety (90) days prior to the expiration of the
      Initial Term or any Renewal Term,  Company shall have the option
      to pay Executive an amount equal to his Base Salary that was in effect
      prior to such non-renewal in consideration for Executive not competing
      with Company for a period of twelve (12) months from the date of the
      expiration of this Agreement.   Such payment shall be made
      within ten (10) days after the Date of
  Termination.

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                12.

              	
                Continued Availability
      and Cooperation.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Following
      termination of the Executive’s employment with the Company, the Executive
      shall cooperate fully with the Company and with the Company’s counsel in
      connection with any present and future actual or threatened litigation,
      administrative proceeding or investigation involving the Company that
      relates to events, occurrences or conduct occurring (or claimed to have
      occurred) during the period of the Executive’s employment by the Company.
      Cooperation will include, but is not limited
to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                making
      himself reasonably available for interviews and discussions with the
      Company’s counsel as well as for depositions and trial
      testimony;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                if
      depositions or trial testimony are to occur, making himself reasonably
      available and cooperating in the preparation therefore, as and to the
      extent that the Company or the Company’s counsel reasonably
      requests;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                refraining
      from impeding in any way the Company’s prosecution or defense of such
      litigation or administrative proceeding;
and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                cooperating
      fully in the development and presentation of the Company’s prosecution or
      defense of such litigation or administrative
  proceeding.

              


      

      


      The
Company will reimburse the Executive for reasonable travel, lodging, telephone
and similar expenses, as well as reasonable attorneys’ fees (if independent
legal counsel is necessary), incurred in connection with any cooperation,
consultation and advice rendered under this Agreement after the Executive’s
termination of employment; provided that (i) Executive shall not be required to
make himself available for such purposes for more than three days in any
calendar month, (ii) the Company and the Executive must mutually agree on which
days the Executive will make himself available, and (iii) the Company shall pay
in advance to the Executive (a) all reasonably anticipated travel and other
expenses, subject to subsequent submission of supporting documentation and, if
applicable, the refund by the Executive of any remaining balance of the advance
after he has been reimbursed fully for the actual expenses incurred, and (b) a
per diem, not accountable, of One Thousand Five Hundred Dollars ($1,500.00) per
day.

      


      This
Section 12(a) shall apply during the period commencing on the Date of
Termination and ending on Executive's death. Any payments shall be made no later
than thirty (30) days after the Company's request for services under this
Section 12(a) and in no event later than the last day of the calendar year
following the calendar year in which the expense was incurred.  In
order to comply with Section 409A of the Code, the amount of expenses eligible
for reimbursement during any calendar year shall not affect the amount of
expenses eligible for reimbursement during any other calendar year, and the
right to reimbursement shall not be subject to liquidation or exchange for
another benefit.

       

      
        	
                13.

              	
                Dispute
      Resolution.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In
      the event that the parties are unable to resolve any controversy or claim
      arising out of or in connection with this Agreement or breach thereof,
      either Party shall refer the dispute to binding arbitration, which shall
      be the exclusive forum for resolving such claims. Such arbitration will be
      administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”)
      pursuant to its Employment Arbitration Rules and Procedures and governed
      by Kentucky law. The arbitration shall be conducted by a single arbitrator
      selected by the parties according to the rules of JAMS. In the event that
      the parties fail to agree on the selection of the arbitrator within thirty
      (30) days after either party’s request for arbitration, the arbitrator
      will be chosen by JAMS. The arbitration proceeding shall commence on a
      mutually agreeable date within ninety (90) days after the request for
      arbitration, unless otherwise agreed by the parties, and shall be
      conducted in the Commonwealth of
Kentucky.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                The
      parties agree that each will bear their own costs and attorneys’ fees. The
      arbitrator shall not have authority to award attorneys’ fees or costs to
      any party.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      arbitrator shall have no power or authority to make awards or orders
      granting relief that would not be available to a party in a court of law.
      The arbitrator’s award is limited by and must comply with this Agreement
      and applicable federal, state, and local laws. The decision of the
      arbitrator shall be final and binding on the
  parties.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      the foregoing, no claim or controversy for injunctive or equitable relief
      contemplated by or allowed under applicable law pursuant to Section 11 of
      this Agreement will be subject to arbitration under this Section 13, but
      will instead be subject to determination in a court of competent
      jurisdiction in the state of the place of performance, which court shall
      apply Kentucky law consistent with Section 13 of this Agreement, where
      either party may seek injunctive or equitable
  relief.

              


      

      


      
        	
                14.

              	
                Other
      Agreements.

              


      

      


      No
agreements (other than the exhibits hereto and agreements evidencing any grants
of equity awards or the Special Change In Control Bonus Agreement) or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement. Each party to this Agreement acknowledges that no
representations, inducements, promises, or other agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party,
pertaining to the subject matter hereof, which are not embodied herein, and that
no prior and/or contemporaneous agreement, statement or promise pertaining to
the subject matter hereof that is not contained in this Agreement shall be valid
or binding on either party. This Agreement shall supersede and replace, in all
respects, any previous agreement entered into by and between the Executive and
Company regarding the subject matter contained herein.

      


      
        	
                15.

              	
                Withholding of
      Taxes.

              


      

      


      The
Company will withhold from any amounts payable under this Agreement all federal,
state, city or other taxes as the Company is required to withhold pursuant to
any law or government regulation or ruling.

      


      
        	
                16.

              	
                Successors and Binding
      Agreement.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company will require any successor (whether direct or indirect, by
      purchase of assets or stock, merger, consolidation, reorganization or
      otherwise) to all or substantially all of the business or assets of the
      Company expressly to assume and agree to perform this Agreement in the
      same manner and to the same extent the Company would be required to
      perform if no such succession had taken place. This Agreement will be
      binding upon and inure to the benefit of the Company and any successor to
      the Company, including without limitation any persons acquiring directly
      or indirectly all or substantially all of the business or assets of the
      Company whether by purchase, merger, consolidation, reorganization or
      otherwise (and such successor shall thereafter be deemed the “Company” for
      the purposes of this Agreement), but will not otherwise be assignable,
      transferable or delegable by the Company, except that the Company may
      assign and transfer this Agreement and delegate its duties thereunder to a
      wholly owned Subsidiary; provided that following any such assignment the
      Company shall remain fully liable with respect to all of its obligations
      under this Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                This
      Agreement will inure to the benefit of and be enforceable by the
      Executive’s personal or legal representatives, executors, administrators,
      successors, heirs, distributes and
legatees.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                This
      Agreement is personal in nature and neither of the parties hereto shall,
      without the consent of the other, assign, transfer or delegate this
      Agreement or any rights or obligations hereunder except as expressly
      provided in Sections 16(a) and 16(b). Without limiting the generality or
      effect of the foregoing, the Executive’s right to receive payments
      hereunder will not be assignable, transferable or delegable, whether by
      pledge, creation of a security interest, or otherwise, other than by a
      transfer by the Executive’s will or by the laws of descent and
      distribution and, in the event of any attempted assignment or transfer
      contrary to this Section 16(c), the Company shall have no liability to pay
      any amount so attempted to be assigned, transferred or
      delegated.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                17.

              	
                Notices.

              


      

      


      All
communications, including without limitation notices, consents, requests or
approvals, required or permitted to be given hereunder will be in writing and
will be duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof confirmed), or five (5) business days after
having been mailed by United States registered or certified mail, return receipt
requested, postage prepaid, or three (3) business days after having been sent by
a nationally recognized overnight courier service such as Federal Express or
UPS, addressed to the Company (to the attention of the General Counsel of the
Company) at its principal executive offices and to the Executive at his
principal residence, or to such other address as any party may have furnished to
the other in writing and in accordance herewith, except that notices of changes
of address shall be effective only upon receipt.

      


      
        	
                18.

              	
                Governing Law and
      Choice of Forum.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                This
      Agreement will be construed and enforced according to the laws of the
      Commonwealth of Kentucky, without giving effect to the conflict of laws
      principles thereof.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                To
      the extent not otherwise provided for by Section 13 of this Agreement, the
      Executive and the Company consent to the jurisdiction of all state and
      federal courts located in Boone County, Kentucky, as well as to the
      jurisdiction of all courts of which an appeal may be taken from such
      courts, for the purpose of any suit, action, or other proceeding arising
      out of, or in connection with, this Agreement or that otherwise arises out
      of the employment relationship. Each party hereby expressly waives any and
      all rights to bring any suit, action, or other proceeding in or before any
      court or tribunal other than the courts described above and covenants that
      it shall not seek in any manner to resolve any dispute other than as set
      forth in this paragraph and Section 13 of this Agreement. Further, the
      Executive and the Company hereby expressly waive any and all objections
      either may have to venue, including, without limitation, the inconvenience
      of such forum, in any of such courts. In addition, each of the parties
      consents to the service of process by personal service or any manner in
      which notices may be delivered hereunder in accordance with this
      Agreement.

              


      

      


      
        	
                19. 

              	
                Validity/Severability.

              


      

      


      If any
provision of this Agreement or the application of any provision is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision will not be affected, and the provision so held to
be invalid, unenforceable or otherwise illegal will be reformed to the extent
(and only to the extent) necessary to make it enforceable, valid or legal. To
the extent any provisions held to be invalid, unenforceable or otherwise illegal
cannot be reformed, such provisions are to be stricken herefrom and the
remainder of this Agreement will be binding on the parties and their successors
and assigns as if such invalid or illegal provisions were never included in this
Agreement from the first instance.

      


      
        	
                20.

              	
                Survival of
      Provisions.

              


      

      


      Notwithstanding
any other provision of this Agreement, the parties’ respective rights and
obligations under Sections 8, 9, 10, 11, 12, 13, 17, 18, 20, and 21, will
survive any termination or expiration of this Agreement or the termination of
the Executive’s employment with the Company.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                21.

              	
                Liability
      Insurance.

              


      

      


      The
Company shall cover the Executive under directors and officers liability
insurance both during and, while potential liability exists, after the term of
this Agreement in the same amount and to the same extent as the Company covers
its other officers and directors.  The Company shall provide a
certificate of insurance confirming this coverage promptly upon receipt of a
request for same from Executive.

       

      
        	
                22. 

              	
                Public
      Announcements.

              


      

       

      The
Company shall give the Executive a reasonable opportunity to review and comment
in advance on any public announcement (including any filing with a governmental
agency or stock exchange) relating to this Agreement or the Executive’s
employment by the Company.

       

      
        	
                23.

              	
                Compliance with Code
      Section 409A.

              


      

      


      This
Agreement is intended to comply with the requirements of Code Section 409A and
the regulations and guidance issued thereunder and shall be interpreted and
administered in a manner consistent with that intent.  Any provision
of this Agreement to the contrary notwithstanding, if Executive is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the
date of his separation from service with the Company, no distribution that is
subject to and not otherwise exempt from Code Section 409A shall be made or
commence under this Agreement sooner than six months from the date of
Executive’s separation from service (or, if earlier, the date of the Executive’s
death).  In such case, any payments that were otherwise required to be
made within such six-month period shall be accumulated and paid in a single lump
sum on the first day of the month immediately following the end of such
six-month period.

      


      


      IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.

      


      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	 
      	 
      
	 
      	
                                POMEROY
      IT SOLUTIONS, INC.

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                By:

                              	 
      	 
      
	 
      	 
      	
                                Christopher C. Froman

                              
	 
      	
                                Its:

                              	
                                President  &
      Chief Executive Officer

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                By:

                              	 
      	 
      
	 
      	 
      	
                                Peter J. Thelen