Third Amendment to Employment Agreement between Pomeroy Computer Resources, Inc. and Stephen E. Pomeroy

Summary

This amendment updates the employment agreement between Pomeroy Computer Resources, Inc. and Stephen E. Pomeroy. It sets Mr. Pomeroy’s annual base salary at $450,000 for 2002 and future years unless changed by the company’s Compensation Committee. It also revises the bonus and stock option structure, tying them to the company’s annual operating income, and outlines how these awards are determined and paid. Additionally, Mr. Pomeroy is granted an option to acquire 50,000 shares of company stock at fair market value as of January 5, 2002. All other terms of the original agreement remain in effect.

EX-10.(J)(6) 6 doc5.txt POMEROY COMPUTER RESOURCES, INC. THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT is made as of the 6th day of January, 2002, by and between Pomeroy Computer Resources, Inc., a Delaware corporation ("Company"), and Stephen E. Pomeroy ("Employee"). WHEREAS, on the 6th day of January, 1999, the Company's wholly owned subsidiary, Pomeroy Select Integration Solutions, Inc., and Employee executed an Employment Agreement ("Agreement"); WHEREAS, effective September 1, 1999, Pomeroy Select Integration Solutions, Inc. and Employee executed a First Amendment to Employment Agreement; WHEREAS, Company and Employee entered into a Second Amendment to Employment Agreement effective January 6, 2001; WHEREAS, Company and Employee desire to amend the Agreement, as amended, to reflect certain changes agreed upon by Company and Employee regarding compensation payable to Employee for the 2002 fiscal year and thereafter; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties hereby agree as follows: 1. Section 5(a) shall be amended as follows: Base Salary. During the Company's 2002 fiscal year, Employee shall be ----------- paid at the annual rate of Four Hundred Fifty Thousand Dollars ($450,000.00) per year. This rate shall continue for each subsequent year of the Agreement unless modified by the Compensation Committee of the Company. 1. Sections 5(b) and 5(c) shall be deleted in their entirety, and in lieu thereof, the following Sections 5(b) and 5(c) are amended, commencing with the 2002 fiscal year, as follows: 2. (b) Annual Bonus ------------- Employee shall be entitled to a bonus and non-qualified stock option award for the 2002 fiscal year in the event Employee satisfies the applicable criteria set forth below of the income from operations (as defined) of the Company for 2002, as follows: (i) Income from operations greater than $32,000,000.00 but less than or equal to $34,000,000.00 = $300,000.00 cash bonus and 50,000 non-qualified stock options; 1 (ii) Income from operations greater than $34,000,000.00 but less than or equal to $36,000,000.00 = $500,000.00 cash bonus and 75,000 non-qualified stock options; or (iii) Income from operations greater than $36,000,000.00 = $600,000.00 cash bonus and 100,000 non-qualified stock options. (c) Annual Bonus Determination ---------------------------- Within thirty (30) days of the conclusion of the 2002 fiscal year of the Company and each fiscal year thereafter, Employee and Company shall agree upon the threshold of operating income to be utilized for determining any bonus and non-qualified stock options to be awarded to Employee for such year. Such bonus and non-qualified stock option awards for each subsequent year of this Agreement shall be consistent with Employee's prior plan. Any award of stock options to acquire the common stock of the Company shall be at the fair market value of such common stock as of the applicable date. For purposes of this Agreement, the fair market value as of the applicable date shall mean with respect to the common shares, the average between the high and low bid and asked prices for such shares on the over the counter market on the last business 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). 2 For purposes of this Agreement, the term "income from operations" shall be computed without respect to the bonus payable to the Employee pursuant to this Section 5(b) and shall exclude any gains or losses realized by the Company on the sale or other disposition of its assets (other than in the ordinary course of business). Such income from operations of the Company shall be determined on a consolidated basis by the independent accountant regularly retained by the Company, subject to the foregoing provisions of this subparagraph (i) in accordance with generally accepted accounting principles. Said determination and payment of such bonus shall be made within ninety (90) days following the end of the fiscal year of the Company and the determination by the accountant shall be final, binding and conclusive upon all parties hereto. In the event the audited financial statements are not issued within such ninety-day period, the Company shall make the payment due hereunder (if any) based on its best reasonable estimate of any liability hereunder, which amount shall be reconciled by both parties once the audited financial statements are issued. Company shall have the ability to advance amounts to Employee based on the projected amount of the bonus compensation to be paid hereunder. In the event that such advance payments are in excess of the amount due hereunder, any such excess shall be reimbursed to Company by Employee within ninety (90) days following the end of the fiscal year. In the event such advance payments are less than the amount of said bonus as determined hereunder, any additional amount due Employee shall be paid within ninety (90) days following the end of the fiscal year of the Company. 1. Section 19 shall be amended by adding at the end of such Section, the following language: 2. Employee shall be awarded, effective January 6, 2002, an option to acquire fifty thousand (50,000) shares of the common stock of Company at the fair market value of such shares on January 5, 2002. Such option shall be awarded to Employee by Company pursuant to the terms of the Award Agreement which is attached hereto and incorporated hereby by reference as Exhibit A. Except as modified above, the terms of the Employment Agreement, as amended, are hereby affirmed and ratified by the parties. IN WITNESS WHEREOF, this Third Amendment to Employment Agreement has been executed as of the day and year first above written. ____________________________ POMEROY COMPUTER RESOURCES, INC. ____________________________ By: 3 ____________________________ ____________________________ Stephen E. Pomeroy 4