<PAGE>
(PIONEER STANDARD LOGO)
Exhibit 10(dd)
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT by and between
Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), and Richard
A. Sayers
(the "Employee"), is dated as of the 25th day of February,
2000.
WITNESSETH:
WHEREAS, the Board of Directors of the Company (the "Board"),
has
determined that it is in the best interests of the Company and its
shareholders
to assure that the Company will have the continued dedication of
the Employee,
notwithstanding the possibility, threat, or occurrence of a Change
of Control
(as defined below) of the Company; and
WHEREAS, the Board believes it is imperative to diminish the
inevitable distraction of the Employee by virtue of the personal
uncertainties
and risks created by a pending or threatened Change of Control, to
encourage the
Employee's full attention and dedication to the Company currently
and in the
event of any threatened or pending Change of Control, and to
provide the
Employee with compensation arrangements upon a Change of Control
which provide
the Employee with individual financial security and which are
competitive with
those of other corporations;
NOW, THEREFORE, in consideration of the mutual covenants set
forth
herein and other good and valuable consideration, the receipt and
adequacy of
which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Effective Date and Change of Control.
1.1 (a) Effective Date. This Agreement shall become effective
only
upon the "Effective Date," which shall be the first date during the
"Change of
Control Period" (as defined in Section 1.1(b)) on which a Change of
Control (as
defined in Section 1.2) occurs. Until such time, the Employee shall
have no
rights against the Company and the Company shall not have any
obligations to the
Employee under or by virtue of this Agreement. Anything in this
Agreement to the
contrary notwithstanding, if the Employee's employment with the
Company is
terminated prior to the date on which a Change of Control occurs,
and it is
reasonably demonstrated that such termination (1) was at the
request of a third
party who has taken steps reasonably calculated to effect a Change
of Control or
(2) otherwise arose in connection with or anticipation of a Change
of Control,
then for all purposes of this Agreement the "Effective Date" shall
mean the date
immediately prior to the date of such termination.
(b) The "Change of Control Period" is the period commencing on
the
date hereof and ending on the first anniversary of such date;
provided, however,
that commencing on the date one (1) year after the date hereof, and
on each
annual anniversary of such date (such date and each annual
anniversary thereof
is hereinafter referred to as the "Renewal Date"), the Change of
Control Period
shall be automatically extended so as to terminate one (1) year
from such
Renewal Date, unless the Company shall give written notice to the
Employee at
least sixty (60) days prior to the Renewal Date that the Change of
Control
Period shall not be so extended and that this Agreement shall
terminate upon the
Renewal Date; provided, however, that such notice may not be given
at any time
during the nine (9) month period following the Effective Date.
<PAGE>
1.2 Change of Control. For the purpose of this Agreement, a "Change
of
Control" shall mean:
(a) The acquisition by any person, entity or "group," within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of
1934 (the "Exchange Act") (excluding, for this purpose, the Company
or its
Subsidiaries, The Pioneer Stock Benefit Trust, or any employee
benefit plan of
the Company or its Subsidiaries which acquires beneficial ownership
of voting
securities of the Company), of beneficial ownership (within the
meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of either
the then
outstanding Common Shares or the combined voting power of the
Company's then
outstanding voting securities entitled to vote generally in the
election of
directors; or
(b) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Incumbent Board") cease for any
reason to
constitute at least a majority of the Board, provided that any
person becoming a
director subsequent to the date hereof whose election, or
nomination for
election by the Company's shareholders, was approved by a vote of
at least a
majority of the directors then comprising the Incumbent Board
(other than an
election or nomination of an individual whose initial assumption of
office is in
connection with an actual or threatened election contest relating
to the
election of the Directors of the Company, as such terms are used in
Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of
this Agreement, considered as though such person were a member of
the Incumbent
Board; or
(c) Approval by the shareholders of the Company of a
reorganization, merger, consolidation, in each case, with respect
to which
persons who were the shareholders of the Company immediately prior
to such
reorganization, merger or consolidation do not, immediately
thereafter, own more
than 80% of the combined voting power entitled to vote generally in
the election
of directors of the reorganized, merged or consolidated company's
then
outstanding voting securities, or a liquidation or dissolution of
the Company or
of the sale of all or substantially all of the assets of the
Company.
Section 2. Termination of Employment.
2.1 Termination by the Company.
(a) Company's Right to Terminate. Subject to (i) the Company's
obligations under Section 3.1 hereof subsequent to the Effective
Date, or (ii)
under any written employment agreement between the Company and the
Employee, the
Employee's employment with the Company may be terminated at any
time without
Cause.
(b) Cause. The Company may terminate the Employee's employment
for
"Cause." For purposes of this Agreement, "Cause" means (i) an act
or acts of
personal dishonesty taken by the Employee and intended to result in
personal
enrichment of the Employee at the expense of the Company or (ii)
the conviction
of the Employee of a felony.
2.2 Termination by the Employee.
The Employee's employment with the Company (i) shall
automatically
terminate upon death and (ii) may be voluntarily terminated by the
Employee at
any time for any reason, in the Employee's sole discretion.
2.3 Transfers. Transfer of the Employee among the Company and
affiliated entities at least 80% directly or indirectly owned by
the Company
("Subsidiaries") shall not be deemed to be a termination of
employment.
<PAGE>
2.4 Notice of Termination.
Any termination by the Company or by the Employee shall be
communicated by Notice of Termination to the other party hereto
given in
accordance with Section 8(d) of this Agreement. For purposes of
this Agreement,
a "Notice of Termination" means a written notice which (i)
indicates the
specific termination provision in this Agreement relied upon, (ii)
in the case
of a termination for Cause, sets forth in reasonable detail the
facts and
circumstances claimed to provide a basis for termination of the
Employee's
employment under the provision so indicated, and (iii) if the date
of
termination is other than the date of receipt of such notice,
specifies the date
of termination (which date shall be not more than fifteen (15) days
after the
giving of such notice).
Section 3. Obligations of the Company upon Termination.
3.1 Without Cause or Voluntary Termination. If, at any time prior
to
the date that is twelve (12) months subsequent to the Effective
Date, the
Employee's employment with the Company shall be terminated either
(i) by the
Company without Cause, or (ii) by the Employee voluntarily for any
reason:
(a) the Company shall pay to the Employee within thirty (30)
days
of the date of termination a lump sum amount equal to twenty-four
(24) times the
greater of the Employee's (i) highest monthly base salary paid or
payable by the
Company during the twelve (12) month period immediately preceding
the Effective
Date, or (ii) the highest monthly salary paid or payable by the
Company at any
time from the ninety (90) day period preceding the Effective Date
through the
date of termination (the "Highest Base Salary"); and
(b) the Company shall pay to the Employee within thirty (30)
days
of the date of termination a lump sum amount equal to the greater
of (i) four
(4) times the highest aggregate amount of incentive compensation
paid or payable
by the Company to the Employee during any six (6) consecutive
months of the
twelve (12) month period immediately preceding the Effective Date
under any and
all incentive com
