EXHIBIT 10.3
SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
This second amendment to employment agreement is
made this 8 th day of May, 2009 effective as of the 1
st day of June, 2009 by and between NU HORIZONS
ELECTRONICS CORP., a Delaware corporation
(the “Company”) and RICHARD SCHUSTER,
residing at [
] (the “Employee”).
W I T N E S S E T H
WHEREAS, the Company and the Employee are
parties to an Employment Agreement dated as of September 13, 1996,
as amended by the Amendment to Employment Agreement dated as of
March 28, 2005 (collectively, the “Employment
Agreement”); and
WHEREAS, the Company and the Employee desire to
further amend the Employment Agreement in accordance with the terms
hereof (“Second Amendment”).
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as
follows:
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The first
sentence of Section 4 of the Employment Agreement is hereby amended
to read as follows:
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“During the term of employment, Employee
shall be employed as Senior Executive Vice President and Chief
Operating Officer of the Company.”
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The fourth
sentence of Section 4 of the Employment Agreement is hereby amended
to read as follows:
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“Notwithstanding the foregoing, it is
understood and agreed that the duties of Employee during the period
of employment shall not be inconsistent with (i) his position and
title as Senior Executive Vice President and Chief Operating
Officer of the Company; or (ii) with those duties ordinarily
performed by a comparable Employee officer.”
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Paragraph 10(d)
of the Employment Agreement is hereby amended to read as
follows:
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“Termination by the Company for
Cause . In the
event that the Employee's employment is terminated for Cause, he
shall be entitled solely to his base salary (as calculated in
accordance with paragraph 5(a) (i) and (ii)) and the benefits set
forth in paragraph 6 through the date on which notice of
termination is delivered to Employee.”
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Paragraph 10(e)
of the Employment Agreement is hereby amended to add a subsection
(iii) thereof, as follows:
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“(iii) Upon any Termination
Without Cause, (A) the Employee shall be entitled to retain the
life insurance policy purchased for his benefit pursuant to Section
6(a) of this Agreement (Massachusetts Mutual policy no. 11568413)
and assume the obligations thereunder, (B) the Employee shall be
entitled to retain any long-term care policies purchased for his
benefit and assume the obligations thereunder and (C) the Employee
and the Company shall enter into a Consulting Agreement
substantially in the form of Exhibit A hereto.”
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Except as
specifically amended by this Second Amendment, the Employment
Agreement shall remain in full force and effect in all respects as
originally executed.
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This Second
Amendment may be executed in several counterparts, each of which
shall be deemed an original and all of which shall constitute one
and the same instrument. This Amendment shall be
governed in all respects, including validity, interpretation and
effect, by the laws of the State of New York, applicable to
contracts made and to be performed entirely in New York.
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IN WITNESS WHEREOF, the parties have duly
executed this Amendment as of the first date written
above.
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NU HORIZONS
ELECTRONICS CORP.
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By:
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/s/Arthur
Nadata
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Name: Arthur Nadata
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Title: Chairman CEO
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/s/Richard
Schuster
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Richard
Schuster
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CONSULTING
AGREEMENT
This AGREEMENT
(“Agreement”) is made this ____ day of _____, 20__
between Nu Horizons Electronics Corp (the
“Corporation”) and ________________, residing at
[insert address] (“Consultant”).
WHEREAS, the Corporation desires to engage the services
of Consultant as hereinafter provided; and
WHEREAS, Consultant has agreed to provide such services
for the Corporation upon the terms and conditions outlined
herein;
NOW
THEREFORE, in
consideration of the mutual promises herein contained, the parties
agree as follows;
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Commencing
___________ [date of termination of employment], Consultant shall
be retained by the Corporation, as a consultant, for the period
commencing [date of termination of employment] through [fifth
anniversary of termination of employment] (the “Consulting
Period”).
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In
consideration of such services, during the Consulting
Period:
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Consultant and
his spouse shall be entitled to participate in all health and
dental insurance plans available to the Corporation’s senior
executives and their spouses, including any medical expense
reimbursement plan, at the Consultant’s sole cost
(collectively, “Insurance Plans”).
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Consultant
shall be entitled to participate in the Insurance Plans subject to
the terms and conditions of the plan or program in question
applicable to executive employees generally, as such terms are
amended hereby.
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The Consultant
and his spouse shall elect Medicare coverage at the time that each
is eligible to do so. In the event the Corporation no longer is
obligated to provide the Insurance Plans because of the Medicare
enrollment of Consultant or his spouse, as the case may be, the
Corporation shall reimburse Consultant or his spouse for the
premiums associated with the purchase of a Medicare supplemental
insurance policy (“Medigap”) for Consultant and/or his
spouse, as applicable; provided that the Corporation shall approve
the selection of the Medigap insurer, which consent shall not be
unreasonably withheld. The Corporation shall reimburse Consultant
for such Medigap premiums in accordance with its customary
reimbursement procedures.
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In the event
that Consultant predeceases his spouse, his spouse shall continue
to be entitled to participate in the Insurance Plans until the
earlier of the date on which the Consulting Period ends or the date
on which his spouse enrolls in Medicare.
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As an
accommodation to Consultant, the Corporation shall advance on
behalf of the Consultant, the cost of any insurance premiums for
the Insurance Plans (the “Insurance Premium Cost”), as
and when such costs are required to be paid.
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Notwithstanding
the foregoing, the Insurance Plans may be modified or eliminated at
the Corporation’s sole discretion, at any time, without
compensation or notice to Consultant.
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An annual
consulting fee in an amount equal to (i) the Employer’s Share
of the annual Insurance Premium Costs; plus (ii) an additional
amount equal to (x) the tax payable by Consultant in respect of the
Employer’s Share (as defined) of the Insurance Premium Costs,
plus (y) an additional amount equal to the tax payable on amounts
payable pursuant to the immediately preceding clause (x) (in each
case calculated at the highest effective marginal combined federal,
state and local income tax rate prescribed in each taxing
jurisdiction that Consultant is subject to tax in such tax year)
(the “Consulting Fees”). For t
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