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Non-Competition Agreement
(PIONEER STANDARD LOGO)
NON-COMPETITION AGREEMENT
Exhibit 10(ee)
PIONEER STANDARD
Name: Richard A. Sayers
ELECTRONICS, INC.
Position: Senior Vice President
FOR VALUABLE CONSIDERATION, in the form of executive benefit
plans
introduced in fiscal year 2000 over and beyond entitlement, the
receipt and
sufficiency of which are hereby acknowledged, the individual named
above
("Employee") hereby agrees as follows:
1. POSITION. Pioneer-Standard Electronics, Inc. ("the Company")
shall employ
Employee in the position set forth above, with duties and
responsibilities to be
determined by the Company. The Company reserves the right to add
to, subtract
from, or otherwise change these duties, and to reassign Employee or
change
his/her title consistent with its business judgment of the best
interests of the
Company.
Employee shall use his or her best efforts at all times to promote,
protect, and
advance the best interests of the Company. Employee will devote his
or her
entire business time and attention to the Company, and will not
promote the
business or products of any other company or engage in any outside
business
activity without the prior written consent of the Company during
his or her
employment with the Company.
2. COMPENSATION. Employee shall be compensated as deemed
appropriate by the
Company's management. His/her salary and/or incentive pay shall be
reviewed
regularly and shall be subject to increases or decreases consistent
with the
Company's assessments of performance, relative contribution, and/or
the
particular business conditions of the Company. Employee shall be
eligible as per
eligibility requirements and other plan provisions to participate
in any and all
employee benefit plans made available from time to time to the
Company's
employees.
3. DURATION. Employee may terminate this Agreement at any time and
such
termination shall be effective on the date of his or her notice,
unless
otherwise mutually agreed. Similarly, the Company has the right to
terminate
this Agreement and Employee's employment at any time, with or
without advance
notice or cause. Should the Company terminate the Employee's
employment without
cause, the Company will continue to pay the employee monthly base
salary, target
incentive and benefit coverage for twelve (12) months (the
"severance
payments"). In the event that (1) employee's employment is
terminated for cause
or (2) employee voluntarily resigns from employment with the
company, then the
company shall have no obligation for severance payments under this
provision.
Absolutely no one except the President and Chief Operating Officer
of the
Company may change this "at will" relationship, and then only in
writing.
Employee acknowledges that any reliance on any representations,
oral or
otherwise, contrary to "at will" employment is unreasonable and
shall not form
the basis for any actions or forbearances on his or her part.
4. NONDISCLOSURE. Employee agrees at all times to hold as secret
and
confidential any and all knowledge, technical information, business
information,
developments, trade secrets, know-how and confidences of the
Company and of any
third party who has entrusted its own such information to the
Company,
including, but not limited to, the following:
(a) any formula, pattern, device, plan, drawing, technical
information,
blueprint, data, diagram, model, specification, computer program,
process or
compilation of same which is, or is designed to be, used in the
business of the
Company or results from its activities;
(b) all business plans and/or strategies, financial information,
customer and
sales information, price lists, vendor information, cost
information, and
personnel information; and
(c) ideas, inventions, discoveries, and improvements, whether or
not patentable,
belonging to the Company or which Employee conceives or makes,
alone or with
others, during or relating to his/her employment with the Company,
and which
were made partially or wholly with the use of equipment, supplies,
facilities or
information of the Company, or were developed partially or wholly
on the
Company's time (collectively, "Confidential Information"). Employee
agrees not
to use this Confidential Information for his/her own benefit or for
the benefit
of others (except as Company duties may require) either during or
after
employment with the Company without prior written consent from the
Company.
Further, Employee agrees not to remove or aid in the removal from
the premises
of the Company such Confidential Information or any property or
material which
relates thereto. Unauthorized removal of Confidential Information
will lead to
appropriate discipline, up to and including termination of
employment.
Upon Employee's separation from employment with the Company,
Employee agrees to
return and deliver to the Company all notes, notebooks, drawings,
blueprints,
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Non-Competition Agreement
(PIONEER STANDARD LOGO)
customer and sales information, and all other Confidential
Information, together
with copies, compilations, and summaries of same, which are in
his/her
possession or under his/her control.
5. NONCOMPETITION. For purposes of this Agreement, "Noncompetition
Period" shall
refer to the 2-year period commencing on the effective date of
termination of
Employee's employment with the Company for any reason.
A. Voluntary
Termination and Termination for Cause. Employee agrees that, in
the
event that he/she: (1) voluntarily resigns from employment with
the
Company; or (2) is terminated for cause from employment with the
Company,
he/she will not, without the prior written consent of the Company,
either
directly or indirectly, in
the geographical area in which the Company
maintains o
