EX-10(GG)



 




Exhibit 10(gg)




EMPLOYMENT AGREEMENT













	 	 	 
	Pioneer-Standard Electronics

	 	Position: EVP, Corp Development 

and Investor Relations

Start Date: June 30, 2003

End Date: March 31, 2004







	 	 	 
	Employee Name:

Address:

	 	Martin F. Ellis

8 Webb Ave.

Old Greenwich, CT 06870







You are a valuable member Pioneer-Standard employee, and we expect you to make
a significant contribution to Pioneer-Standard’s success. As a result,
Pioneer-Standard wishes to employ you during the coming year under the terms of
this agreement.




	1.	 	Employment Period. You will be employed by Pioneer-Standard for the
period beginning with the Start Date set forth above and ending with the
End Date set forth above (the “Employment Period”). From and after the
End Date, this agreement and the Employment Period will continue from
month to month and may only be terminated by you or Pioneer-Standard
giving the other at least thirty days’ prior written notice. The end of
the Employment Period does not necessarily mean the end of your
employment. However, if your employment continues beyond the end of the
Employment Period, you will be employed at will, subject to the provisions
of Paragraphs 7, 8 and 9 of this agreement, and the terms in
Pioneer-Standard’s Employee Manual.
	 
	2.	 	Position. You shall initially be employed in the position set forth
above, with the duties and responsibilities customarily associated with
that position. From time to time, Pioneer-Standard may determine that it
is in Pioneer-Standard’s best interest to add to, subtract from, or
otherwise change your duties and responsibilities, or change or eliminate
your title.
	 
	3.	 	Best Efforts. You shall devote all of your business time and attention
to your duties as an employee of Pioneer-Standard. You shall use your
best efforts, energies, and skills to advance the business of
Pioneer-Standard, to further and improve its relations with suppliers,
customers and others, and to keep available to Pioneer-Standard the
services of its employees. You shall perform your duties in compliance
with all laws and Pioneer-Standard’s ethical standards.
	 
	4.	 	Compensation. Your compensation will be pursuant to Pioneer-Standard’s
standard programs in effect from time to time. Pioneer-Standard reserves
the right, however, in its sole discretion, to impose salary reduction,
and/or other cost reduction programs which may reduce your targeted cash
compensation (provided that any such program is not discriminatory and
treats you the same as other Pioneer-Standard employees holding similar
positions). You shall be eligible to participate in any and all employee
benefit plans made available from time to time to Pioneer-Standard
employees generally.




 






 




	5.	 	Termination.
	 



	A.	 	Termination for Cause and Voluntary Termination. If your
employment terminates prior to the End Date, and such termination is
for any of the following reasons: (a) your death, disability, or
legal incompetence; (b) the issuance by Pioneer-Standard of a notice
terminating your employment “for cause” (which, for these purposes,
means breach of any term of this agreement or any other duty to
Pioneer-Standard, dishonesty, fraud, or failure to abide by the
published ethical standards, conflict of interest, or other policies
of Pioneer-Standard, but does not mean simply a failure to attain
financial targets); or (c) you voluntarily resign your employment,
then your salary will end on the day your employment terminates.
	 
	B.	 	Termination Without Cause. If your employment is terminated
by Pioneer-Standard for any reason other than those identified in
paragraph 5.A., above, then you will be paid a severance (“Severance
Payments”) equal to the greater of (1) continuation of regular
base and target incentive salary (if applicable) through the End
Date, which will be at the rate applicable to you at the time your
employment terminated; or (2) the severance package which you would
otherwise have received, based on years of service, under
Pioneer-Standard’s applicable severance policy or programs, subject
to the provisions of paragraph 8.B., below. The period of time for
which Severance Payments are made to you is referred to as the
“Severance Period.” In case of termination without cause, you will
be eligible to continue to participate in applicable medical and
dental coverage program(s) available to Pioneer-Standard employees
for the duration of the Severance Period.
	 
	C.	 	Change of Position. If Pioneer-Standard changes your
position such that your responsibilities or compensation are
substantially lessened, or if you are required to relocate to a
facility more than 50 miles away from your current location
(referred to collectively as a “Change of Position”), then you may,
within 30 days of such Change of Position, give Pioneer-Standard
written notice that you are terminating your employment for this
reason. Such termination for Change of Position will be deemed a
termination by Pioneer without cause for purposes of this Agreement.
	 



	6.	 	Confidential Information. During the course of your employment, you will
learn various Pioneer-Standard proprietary or confidential information
(including the identity of customers and employees; marketing information
and strategies; sales training techniques and programs, acquisition and
divestiture opportunities and discussions; and data processing and
management information systems, programs, and practices). You shall use
such information only in connection with the performance of your duties to
Pioneer-Standard and agree not to copy, disclose, or otherwise use such
information or contest its confidential or proprietary nature. You agree
to return any and all written documents containing such information to
Pioneer-Standard upon termination of your employment.
	 
	7.	 	No Hiring. During the Employment Period and for 12 months thereafter,
you agree not to employ or retain, have any other person or firm employ or
retain, or otherwise




 






 




	 	 	participate in the employment or retention of any
person who was an employee or consultant of Pioneer-Standard at any time
during the 12 months preceding the end of the Employment Period.
	 
	8.	 	Non-Competition.
	 



	A.	 	In the event that (i) Pioneer-Standard terminates your
employment for cause or (ii) you voluntarily terminate your
employment with Pioneer-Standard prior to the end of the Employment
Period for any reason other than Change of Position, you agree that
for a period of 12 months after such termination you will not be
employed by, own, manage, operate, or control, or participate,
directly or indirectly, in the ownership, management, operation, or
control of, or be connected with (whether as a director, officer,
employee, partner, consultant, or otherwise), any business which
competes with the business of Pioneer-Standard, including but not
limited to the distribution of electronic parts, components, or
systems (the “Non-compete Obligation.”)
	 
	B.	 	If Pioneer-Standard terminates your employment prior to the
End Date for any reason other than for cause (or if you terminate
your employment for reasons of Change of Position), then the above
Non-Compete Obligation will apply to you for the balance of the
Employment Period (i.e., until the End Date), unless Pioneer agrees
in writing to release you from the Non-Compete Obligation. In
addition, Pioneer-Standard may, at its option, extend the
Non-Compete Obligation beyond the End Date, for an additional period
which will end, at the latest, 12 months after the date of your
termination. This additional period (beginning on the End Date and
continuing for the duration of the Non-Compete Obligation) is
referred to as the “Extended Non-Compete Period.” If
Pioneer-Standard elects to extend your Non-Compete Obligation beyond
the End Date, Pioneer-Standard will pay your regular base and target
incentive salary (if applicable), in accordance with regular payroll
practices (the “Non-competition Payments”), during the Extended
Non-Compete Period.
	 
	 	 	If the Severance Period applicable to you under Paragraph 5, above,
extends beyond the End Date, then any Non-Competition Payments made
to you will be in lieu of Severance Payments during the Extended
Non-Compete Period. All decisions as to (i) whether to extend your
Non-compete Agreement beyond the End Date (and therefore, whether
to make Non-competition Payments to you); and (ii) the duration of
any such Extended Non-Compete Period, shall be within the sole
discretion of Pioneer-Standard, and will be communicated to you at
the time of termination. The Non-competition Payments described in
this subparagraph apply only to termination of your employment by
Pioneer for reasons other than for cause, or if you terminate your
employment for reasons of Change of Position.
	 
	C.	 	It is understood and acknowledged that any Non-compete
Obligation arising under Paragraph 8 shall be in addition to any
other obligations on your part under this Agreement, including but
not limited to the confidentiality and no-hiring provisions of
Paragraphs 6 and 7 above.




 






 




	9.	 	Specific Performance and Injunctive Relief. You acknowledge that
Pioneer-Standard will be irreparably damaged if the provisions of this
agreement are not specifically enforced, that monetary damages will not
provide an adequate remedy to Pioneer-Standard, and that Pioneer-Standard
is entitled to an injunction (preliminary, temporary, or final)
restraining any violation of this agreement (without any bond or other
security being required), or any other appropriate decree of specific
performance. Such remedies are not exclusive and shall be in addition to
any other remedy which Pioneer-Standard may have.
	 
	10.	 	Severability and Reformation. The provisions of Paragraphs 6 through 10
of this agreement constitute independent and separable covenants which
shall survive termination or expiration of the Employment Period and any
Extended Period. Any paragraph, phrase, or other provision of this
agreement that is determined by a court of competent jurisdiction to be
overly broad in scope, duration, or area of applicability or in conflict
with any applicable statute or rule shall be deemed, if possible, to be
omitted from this agreement. The invalidity of any portion hereof shall
not affect the validity of the remaining portions.
	 
	11.	 	General. This agreement constitutes our full understanding relating to
your employment with Pioneer-Standard. It is governed by and is to be
construed and enforced in accordance with the internal laws of the State
of Ohio, without giving effect to principles of conflicts of law. In the
event of a conflict between the terms hereof and the provisions of
Pioneer-Standard’s Employee Handbook, the terms hereof shall control;
otherwise, the provisions of the Employee Handbook shall remain applicable
to your employment relationship. This agreement may not be superseded,
amended, or modified except in a writing signed by both parties.
	 
		 	In witness whereof the parties have executed this agreement
this 30th day of June, 2003.





	 	 	 
	 	 	
Pioneer-Standard Electronics,Inc.
	/s/ Martin F. Ellis



Martin F. Ellis	 	By: /s/ Arthur Rhein


Arthur Rhein