Employment Agreement Addendum
Exhibit 10.2
Employment Agreement Addendum
ScanSource, Inc. (the Company) entered into an Employment Agreement (the Agreement) effective January 1, 2004 with Robert S. McLain, Jr. (the Employee). The Company and the Employee seek to amend the Agreement through this Employment Agreement Addendum (the Addendum) as permitted under paragraph 13 subsection (g) of the Agreement.
Specifically, the parties seek to amend the Agreement with respect to the term of the Agreement contained in paragraph 2 entitled Employment Period. The Company and the Employee agree to extend the Agreement term for a twelve-month period, expiring on December 31, 2005 unless otherwise terminated pursuant to Section 5 of the Agreement. Additionally, the parties agree to replace Exhibit A as attached to the original Agreement and referenced in paragraph 4 in its entirety and substitute the new Exhibit A attached hereto.
The extension of the Employment Period and the new Exhibit A acknowledged and agreed to in this Addendum are the only modifications to the Agreement. This Addendum shall not otherwise effect any rights or obligations of the parties. Except as provided herein the Agreement shall remain in full force and effect.
Acknowledged and Agreed
Effective January 1, 2005
On Behalf Of | On Behalf Of | |||||
ScanSource, Inc. | Employee | |||||
By: | Michael L. Baur | By: | Robert S. McLain, Jr. | |||
Its: | CEO | Title: | VP of Marketing |
EXHIBIT A to EMPLOYMENT AGREEMENT
Executive: Robert McLain
Title: Vice President of Marketing
Base Salary: $160,000 annually
Incentive Compensation: A cash bonus will be paid with respect to the Companys Operating Income determined at the end of each quarter calculated by using the table below.
For purposes of this Agreement, Operating Income shall mean the amount reflected for the line item identified as Operating Income on the Employers audited consolidated financial statements for each respective fiscal year ending during the term of this Agreement and Return on Invested Capital means an amount expressed as a percentage of: the Companys annual (or annualized) EBITDA (net income plus interest, taxes, depreciation and amortization) divided by average shareholders equity and interest bearing debt (defined as the sum of shareholders equity plus interest bearing debt at the beginning of the period added to the sum of shareholders equity plus interest bearing debt at the end of the period, divided by 2). The employers calculation of Operating Income, Return on Invested Capital, and the incentive bonus amount shall be conclusive and binding absent fraud or manifest and material error.
The amount of the incentive bonus will be calculated by multiplying operating income by a factor of .00108 and by a percentage, as specified below:
| 100% if Return on Invested Capital is 30% or less and greater than 20% |
| 115% if Return on Invested Capital exceeds 30% |
| 90% if Return on Invested Capital is 20% or less and greater than 10% |
| 70% if Return on Invested Capital is 10% or less |
Days of Paid Vacation per Fiscal Year: | Approving Person: | |
15 | CEO |
Executive Notice Address:
2 Riva Ridge Way
Greenville, SC 29615