10-K

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 4A. Executive Officers of the Registrant
PART II
	Item 5. Market For Registrant’s Common Equity and Related Shareholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
PART IV
	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURES
REPORT OF INDEPENDENT AUDITORS
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Exhibit Index
EX-10(V) SENIOR EXECUTIVE PLAN
EX-20(W) NON-COMP AGREEMENT WIHT ROBERT J. BAILEY
EX-10(X) CHANGE OF CONTROL AGRMT W/ROBERT BAILEY
EX-10(Y) NON-COMP AGRMT WITH PETER J. COLEMAN
EX-10(Z) CHANGE OF CONTROL AGRMT W/PETER J COLEMAN
EX-13 ANNUAL REPORT
EX-21 SUBSIDIARIES OF PIONEER STANDARD ELECTRONICS
EX-23 CONSENT OF INDEPENDENT AUDITORS

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2001

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,

For the transition period from ________________ to ________________

Commission File No. 0-5734

PIONEER-STANDARD ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation or organization) 34-0907152
(I.R.S. employer identification no.)

6065 Parkland Boulevard,
Mayfield Heights, Ohio	44124
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (440) 720-8500

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Shares, without par value
Common Share Purchase Rights

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes   X    No      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K Annual Report or any amendment to this Form 10-K. [   ]

The aggregate market value of voting shares of the Registrant held by non-affiliates was $310,813,679 as of June 11, 2001, computed on the basis of the last reported sale price per share ($12.38) of such shares on the NASDAQ National Market.

As of June 11, 2001, the Registrant had the following number of Common Shares outstanding: 31,663,220

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended March 31, 2001 are incorporated by reference into Parts II and IV of this Form 10-K.

      Portions of the Registrant’s definitive Proxy Statement to be used in connection with its Annual Meeting of Shareholders to be held on July 24, 2001 are incorporated by reference into Part III of this Form 10-K.

      Except as otherwise stated, the information contained in this Annual Report on Form 10-K is as of March 31, 2001.

PART I

Item 1. Business

General and Signficant Events

      Pioneer-Standard Electronics, Inc. was organized as an Ohio corporation in 1963 and maintains its principal office at 6065 Parkland Boulevard, Mayfield Heights, Ohio 44124 (telephone number (440) 720-8500). Except as otherwise stated, the term “Company” as used herein shall mean Pioneer-Standard Electronics, Inc. and its subsidiaries.

      The Company is a broad-line distributor of electronic components and mid-range computer products for leading manufacturers and strives to be the preferred strategic link between suppliers and customers. The Company operates warehouse, distribution and value added centers throughout North America. In addition, the Company continues to increase its global presence through strategic investments. These investments further the Company’s growth strategy by offering access to an extensive distribution network in the Asia Pacific region and Europe, and to markets within the United States.

      During fiscal 2001, the Company acquired an equity interest in Magirus AG, a European computer systems distributor headquartered in Stuttgart, Germany. The Company also increased its investments in existing affiliates, World Peace Industrial Co. Ltd., an Asian distributor of electronics headquartered in Taipei, Taiwan, and Eurodis Electron PLC, a European distributor of electronic components headquartered in London, England.

      The Company has made strategic investments in small start-up software companies that offer tool sets with the potential to dramatically improve supply chain management in the electronic components industry. The Company acquired an 85% interest in Supplystream, Inc., a company specializing in supply chain decision support tools. The Company also made a financial investment in Aprisa, Inc., a company that provides Web-based engineering services to speed product to market by enabling a fast and thorough design discovery process.

Description of Segments

      Historically, the Company’s operations have been classified into two reportable business segments, the distribution of electronic components and the distribution of computer products, which are managed separately based on product and market differences. During the fourth quarter of 2001, in combination with the completion of a financial system implementation and enhancements to internal reporting available for senior management decisions, the Company redefined its reportable segments and established a third segment, Corporate and Other. The revised segment presentation reflects how management allocates resources, measures performance and views the overall business.

      Industrial Electronics. The Company’s Industrial Electronics Division is a broad-line distributor of semiconductors, interconnect, passive and electromechanical (“IPE”) components, power supplies and embedded computer products. Semiconductors are the building blocks of computer chips and include microprocessors, memory and programmable logic devices, and analog and digital integrated circuits. IPE products are devices that move or use an electrical signal and include capacitors, connectors, resistors, switches and power conditioning equipment. This segment also provides value added services associated with industrial electronic products, such as point of use inventory management, just-in-time kitting operations, turnkey assembly, memory and logic device programming, connector and cable assemblies to customer specifications and power products integration. Sales of industrial electronics products constituted 51% of the Company’s total sales in fiscal 2001, compared with 52% in 2000 and 50% in 1999.

      The semiconductor market historically has experienced fluctuations in product supply and demand associated with technology changes and supply capability occurring from time to time. At times when product supply has been high relative to demand, prices for those products have declined. The Company has attempted to minimize the effect of these price fluctuations in its distribution arrangements. The Company’s gross margins may nevertheless be negatively affected if an excess supply of semiconductors causes a general decline in prices for those products. If there is a shortage of semiconductor supply, the Company’s results of operations will depend on how much product it is able to obtain from suppliers and how quickly the Company receives shipments of those products.

There can be no assurance that supply and demand fluctuations in the semiconductor market will not have a material adverse effect on the Company’s results of operations and business.

      Computer Systems. The Company’s Computer Systems Division is a distributor and reseller of mid-range computer systems and high-end platforms, storage subsystems, software, servers and networking products. As a complement to its systems distributor operations, the Company provides value added services, including systems integration, enterprise resource planning systems design and network consulting. The Company’s systems products and value added services accounted for 49% of the Company’s sales in fiscal 2001 compared with 48% in 2000 and 50% in 1999.

      The Computer Systems Division distributes many products that are used in the manufacturing or configuration of mid-range computer systems and high-end platforms. The technology used in these products has changed rapidly over the last several years, resulting in short product life cycles. Because the Company’s customers have been forced to replace systems that have become technologically obsolete in a relatively short period of time, the Company has experienced substantial demand for these products that has contributed significantly to its revenue growth. A slowdown in this market could have a substantial negative effect on the Company’s revenues and results of operations.

      Corporate & Other. Corporate & Other primarily includes investments in affiliates and selected other assets, fixed assets, related depreciation and goodwill amortization, certain corporate management costs and special charges.

      For financial information regarding the Company’s business segments, see Note 13 of the Notes to Consolidated Financial Statements of the Company.

Products Distributed And Sources of Supply

      The Company distributes products supplied by more than 200 manufacturers. A majority of the Company’s revenues comes from products sourced by relatively few suppliers. During the 2001 fiscal year, products purchased from the Company’s three largest suppliers accounted for 53% of the Company’s sales volume. The largest three suppliers, Compaq, IBM and Intel Corporation, supplied 18%, 24% and 11%, respectively, of the Company’s sales volume. The loss of any one of the top three suppliers and/or a combination of certain other suppliers could have a material adverse effect on the Company’s business, results of operations and financial condition unless alternative products manufactured by others are available to the Company.

Inventory

      The Company must maintain certain levels of inventory in order to ensure that the lead times to its customers remain competitive. However, to minimize its inventory exposure, the Company has arrangements with certain of its suppliers for just-in-time product delivery. The majority of the products sold by the Company are purchased pursuant to distributor agreements, which generally provide for inventory return privileges by the Company upon cancellation of a distributor agreement. The distributor agreements also typically provide protection to the Company for product obsolescence and price erosion. Although the Company believes that its relationships with suppliers are good, there can be no assurance that the Company’s suppliers will continue to supply products to the Company on terms acceptable to the Company.

      The Company’s results of operations depend in part on successful management of the challenges of rapidly changing technology and evolving industry standards characteristic of the markets for industrial electronics and computer systems products. These challenges include predicting the nature and timing of technological changes and the direction of evolving industry standards; identifying, obtaining and successfully marketing new products as they emerge; and minimizing the risk of loss due to inventory obsolescence. Some of the Company’s competitors may be able to market products that have perceived advantages over the products distributed by the Company or that render the products distributed by the Company obsolete or more difficult to market. Although the Company attempts to minimize the effects of inventory obsolescence in its distribution arrangements, the Company may have high inventories of unsold product if a new technology renders a product distributed by the Company less desirable or obsolete. In addition, customers may be less willing, for financial or other reasons, to purchase the new products necessary to use new technologies.

2

Customers

      The Company serves customers in many major markets of North America. Both of the Company’s operating segments have a varied customer base which includes original equipment manufacturers (which constitute the core customer base of the Industrial Electronics segment), value added resellers, research laboratories, government agencies and commercial end-users, including manufacturing companies and service and other non-manufacturing organizations. No single customer accounted for more than ten percent of the Company’s total sales or the sales of either operating segment during the fiscal year 2001.

Backlog

      The Company historically has not had a significant backlog of orders, although some shipments may be scheduled for delivery over an extended period of time. There was not a significant backlog at March 31, 2001.

Competition

      The sale and distribution of electronic components and computer systems products are highly competitive, primarily with respect to price and product availability, but also with respect to service, variety and availability of products carried, number of locations and promptness of service. The Company also faces intense competition with respect to obtaining sources of supply for products distributed, and in developing and maintaining relationships with customers. In the case of semiconductor and computer systems products, the Company competes for customers with other distributors as well as with some of its suppliers. Many of the distributors with which the Company competes are regional or local distributors. However, several of the Company’s strongest competitors have national and international distribution businesses and have greater financial and other resources, which may enable them to compete more effectively. Also, it is possible that an increasing number of suppliers may decide to distribute products directly to the customer, which would further heighten competitive pressures. Due to continuing competitive pressures, the Company’s margins have declined in recent years, and the Company expects continued pressure on margins in the foreseeable future.

      Industry Consolidation. The electronic components distribution industry and the computer systems distribution industry have become increasingly concentrated in recent years as companies have combined or formed strategic alliances. If this trend continues, new business combinations or strategic alliances may have a competitive advantage if their potentially greater financial, technical, marketing or other resources allow them to negotiate relationships with suppliers that are more favorable than the Company’s relationships with its suppliers. If such relationships develop, these new business combinations or strategic alliances may be able to offer lower prices that could precipitate an industrywide decline in prices. This decline would have a negative impact on the Company’s margins, and could cause a decline in the Company’s revenues and loss of market share.

Growth through Acquisitions

      The Company continually reviews acquisition prospects and strategic alliances that could complement its existing lines of business and its balanced business model, augment its volume and/or geographic coverage or provide opportunities to expand into new markets. The Company’s continued growth depends in part on its ability to find suitable acquisition candidates and to consummate strategic acquisitions. To fund acquisition costs, the Company may issue equity securities, which could dilute the holdings of existing shareholders, or incur debt, which could result in additional leveraging. These actions could have a material adverse effect on the Company’s financial condition and results of operations or the price of the Company’s Common Shares. Furthermore, acquiring businesses always entails risk and uncertainties. The Company may not be able to integrate the operations of the acquired businesses successfully, and the failure to do so could have a material adverse impact on the Company’s business and results of operations.

3

Employees

      As of March 31, 2001, the Company had 2,581 employees. The Company is not a party to any collective bargaining agreements, has had no strikes or work stoppages and considers its employee relations to be excellent.

Distribution

      The Company distributes its products principally in the United States and Canada. Export sales are not a significant portion of the Company’s sales.

Item 2. Properties

      The Company owns an 87,000 square foot facility and a 32,000 square foot facility, each located in Cleveland, Ohio. The larger facility houses certain corporate, accounting and information system functions, while the smaller building serves as a corporate storage facility. In addition, the Company owns a 106,000 square foot facility, located in Twinsburg, Ohio. The Twinsburg facility houses the Company’s Industrial Electronics Distribution Center. Certain of the Company’s corporate offices are located in a 60,450 square foot facility in Mayfield Heights, Ohio, to which the Company entered into an 11-year lease in April 1999. The Company’s operations occupy a total of approximately 1,427,000 square feet, with the majority, approximately 1,284,000 square feet, devoted to product distribution facilities and sales offices. Of the approximately 1,427,000 square feet occupied, 225,000 square feet are owned and 1,202,000 square feet are occupied under operating leases. The Company’s facilities of 100,000 square feet or larger, as of March 31, 2001, are set forth in the table below.

	Type of	Approximate		Leased or	Segment
Location	Facility	Square Footage		Owned	Using Facility
Solon, Ohio	Distribution		225,750	Leased	Industrial Electronics
Solon, Ohio	Distribution		224,600	Leased	Computer Systems
Solon, Ohio	Distribution		102,500	Leased	Industrial Electronics and Computer Systems
Twinsburg, Ohio	Distribution		106,000	Owned	Industrial Electronics

      The Company’s major leases contain renewal options for periods of up to ten years. For information concerning the Company’s rental obligations, see Note 4, Lease Commitments, of the Notes to Consolidated Financial Statements of the Company. The Company believes that its distribution and office facilities are well maintained, are suitable and provide adequate space for the operations of the Company.

Item 3. Legal Proceedings

      The Company is not a party to any material pending legal proceedings other than ordinary routine litigation incidental to its respective business.

Item 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of the Company’s security holders during the last quarter of its fiscal year ended March 31, 2001.

Item 4A. Executive Officers of the Registrant

      The information under this item is furnished pursuant to Instruction 3 to Item 401(b) of Regulation S-K.

      The table on the following page sets forth the name, age, current position and principal occupation and employment during the past five years through June 1, 2001 of the Company’s executive officers.

4

Name	Age		Current Position	Other Positions
James L. Bayman		64	Chairman of the Board of the Company since April 1, 1996 and Chief Executive Officer of the Company since April 3, 1995.	President of the Company from June 1984 to April 1, 1996. Chief Operating Officer of the Company from 1984 to April 1995.
Arthur Rhein		55	President and Chief Operating Officer of the Company since April 29, 1997.	Senior Vice President of the Company from 1993 to April 29, 1997 and Vice President – Marketing of the Company from 1986 to 1993.
Robert J. Bailey		44	Senior Vice President, Marketing of the Company’s Computer Systems Division since March 1998.	From prior to 1996 to March 1998, Vice President of Marketing of the Computer Systems Division.
Steven M. Billick		45	Senior Vice President and Chief Financial Officer of the Company since April 26, 2000.	From 1998 to April 2000, Business Consultant for Management Consulting Services. From 1996 to 1998, Senior Vice President, Treasurer and Chief Financial Officer of Signature Brands, Inc.
Peter J. Coleman		46	Senior Vice President, Sales of the Company’s Computer Systems Division since April 1998.	From 1996 to 1998, Vice President of Sales of the Computer Systems Division.
Jean M. Miklosko		41	Vice President and Treasurer since October 24, 2000.	From 1997 to 2000, Treasurer for The Geon Company. From prior to 1996 to 1997, Director, Corporate Finance & Banking and Assistant Treasurer for The Geon Company.
Thomas G. Pitera		46	President of the Company’s Industrial Electronics Division since April 1, 1998.	From 1996 to 1998, Vice President of Sales of the Industrial Electronics Division.
James L. Sage		46	Senior Vice President and Chief Information Officer since May 2001.	From April 2000 to May 2001, Vice President and Chief Information Officer. From 1998 to April 2000, Vice President, Information Systems. From 1997 to 1998, Director of Software Development. From 1996 to 1997, Vice President of Information Services for OfficeMax.
Richard A. Sayers II		50	Senior Vice President, Corporate Services, since April 2000.	From 1998 to April 2000, Senior Vice President, Human Resources. From 1997 to 1998, Managing Director, Human Resources, for PricewaterhouseCoopers. Prior to 1996 to 1997, Corporate Vice President, Human Resources, for Invacare Corporation.
Lawrence N. Schultz		53	Secretary of the Company since 1999.	From prior to 1996 to 2001, Partner of the law firm of Calfee, Halter & Griswold LLP (1)
Kathryn K. Vanderwist		41	Vice President, General Counsel and Assistant Secretary since April 2001.	From April 2000 to April 2001, General Counsel and Assistant Secretary. From July 1999 to March 2000, Corporate Counsel. From 1998 to July 1999, Litigation Attorney for Nestle USA, Inc. From prior to 1996 to 1999, Corporate Counsel and Assistant Secretary for Signature Brands, Inc.

(1) The law firm of Calfee, Halter & Griswold LLP serves as counsel to the Company.

5

      There is no relationship by blood, marriage or adoption among the previously-listed officers. Messrs. Bayman, Rhein and Billick hold office until terminated as set forth in their employment agreements. All other executive officers serve until his or her successor is elected and qualified.

PART II

Item 5. Market For Registrant’s Common Equity and Related Shareholder Matters

      The Company’s Common Shares, without par value, are traded on the NASDAQ National Market. Common Share prices are quoted daily under the symbol “PIOS.” The high and low sales prices for the Common Shares, the cash dividends paid on the Common Shares and additional information for each quarter of the two most recent fiscal years required by this Item are set forth on page 34 of the Company’s 2001 Annual Report to Shareholders, under the heading “Quarterly Financial Data (Unaudited) and Share Information,” which information is incorporated herein by reference.

      Cash dividends are payable quarterly upon authorization by the Board of Directors. Regular payment dates are the first day of August, November, February and May. The Company maintains a Dividend Reinvestment Plan whereby cash dividends and additional monthly cash investments up to a maximum of $5,000 per month may be invested in the Company’s Common Shares at no commission cost.

      On April 27, 1999, the Company adopted a Common Share Purchase Rights Plan. For further information about the Common Share Purchase Rights Plan, see Note 10, Shareholders’ Equity, of the Notes to Consolidated Financial Statements of the Company.

Item 6. Selected Financial Data

      The information required by this Item is set forth on page 35 of the Company’s 2001 Annual Report to Shareholders, under the heading “Selected Financial Data,” which information is incorporated herein by reference.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations

      The information required by this Item is set forth on pages 16 through 20 of the Company’s 2001 Annual Report to Shareholders, under the heading “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which information is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      The information required by this Item is set forth on page 20 of the Company’s 2001 Annual Report to Shareholders, under the heading “Quantitative and Qualitative Disclosures About Market Risk,” which information is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

      The information required by this Item is set forth on pages 21 through 34 of the Company’s 2001 Annual Report to Shareholders, which information is incorporated herein by reference.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

      None.

6

PART III

Item 10. Directors and Executive Officers of the Registrant

      Information required by this Item as to the Directors of the Company appearing under the caption “Election of Directors” in the Company’s Proxy Statement to be used in connection with the Company’s 2001 Annual Meeting of Shareholders to be held on July 24, 2001 (the “2001 Proxy Statement”) is incorporated herein by reference. Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 by the Company’s Directors, executive officers, and holders of more than ten percent of the Company’s equity securities will be set forth in the 2001 Proxy Statement under the heading “Section 16 (a) Beneficial Ownership Reporting Compliance.” Information required by this Item as to the executive officers of the Company is included as Item 4A in Part I of this Annual Report on Form 10-K as permitted by Instruction 3 to Item 401(b) of Regulation S-K.

Item 11. Executive Compensation

      The information required by this Item is set forth in the Company’s 2001 Proxy Statement under the captions, “Compensation of Executive Officers,” “Information Regarding Meetings and Committees of the Board of Directors and Compensation of Directors,” “Supplemental Executive Retirement Plan,” “Employment Agreements,” “Compensation Committee Report on Executive Compensation,” and “Shareholder Return Performance Presentation,” which information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      The information required by this Item is set forth in the Company’s 2001 Proxy Statement under the caption “Share Ownership,” which information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

      Not applicable.

7

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this Annual Report on Form 10-K:

      (1) Financial Statements. The following Consolidated Financial Statements of the Company and its subsidiaries and the report of Independent Auditors thereon, included in the Company’s 2001 Annual Report to Shareholders on pages 21 through 33, are incorporated by reference in Item 8 of this Annual Report on Form 10-K:

Consolidated Statements of Income for the years ended March 31, 2001, 2000 and 1999

Consolidated Balance Sheets as of March 31, 2001 and 2000

Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2001, 2000 and 1999

Consolidated Statements of Cash Flows for the years ended March 31, 2001, 2000 and 1999

Notes to Consolidated Financial Statements

Report of Independent Auditors

      Quarterly financial data, included in the Company’s 2001 Annual Report to Shareholders at page 34, are incorporated by reference in Item 8 of this Annual Report on Form 10-K.

      (2) Financial Statement Schedules. The following Consolidated Financial Statement Schedule of the Company and its subsidiaries and the Report of Independent Auditors thereon are filed as part of this Annual Report on Form 10-K, and should be read in conjunction with the Consolidated Financial Statements of the Company and its subsidiaries included in the Company’s 2001 Annual Report to Shareholders:

Report of Independent Auditors

Schedule II — Valuation and Qualifying Accounts for the years ended March 31, 2001, 2000 and 1999

      All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or the notes thereto.

      (3) Listing of Exhibits
      See the Index to Exhibits at page E-1 of this Form 10-K.

(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the fourth quarter of fiscal 2001.

8

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Pioneer-Standard Electronics, Inc. has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on June 28, 2001.

PIONEER-STANDARD ELECTRONICS, INC.

/s/  James L. Bayman
James L. Bayman
Chairman, Chief Executive Officer
and Director

      Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities as of June 28, 2001.

Signature	Title
/s/ JAMES L. BAYMAN James L. Bayman	Chairman, Chief Executive Officer and Director (Principal Executive Officer)
/s/ ARTHUR RHEIN Arthur Rhein	President, Chief Operating Officer and Director
/s/ STEVEN M. BILLICK Steven M. Billick	Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ CHARLES F. CHRIST Charles F. Christ	Director
/s/ THOMAS A. COMMES Thomas A. Commes	Director
/s/ VICTOR GELB Victor Gelb	Director
/s/ KEITH M. KOLERUS Keith M. Kolerus	Director
/s/ EDWIN Z. SINGER Edwin Z. Singer	Director
/s/ THOMAS C. SULLIVAN Thomas C. Sullivan	Director
/s/ KARL E. WARE Karl E. Ware	Director

9

REPORT OF INDEPENDENT AUDITORS

Shareholders and the Board of Directors
Pioneer-Standard Electronics, Inc. and Subsidiaries

We have audited the consolidated financial statements of Pioneer-Standard Electronics, Inc. and Subsidiaries as of March 31, 2001 and 2000, and for each of the three years in the period ended March 31, 2001 and have issued our report thereon dated May 7, 2001, incorporated by reference in this Annual Report (Form 10-K). Our audits also included the consolidated financial statement schedule listed in item 14(a) of this Annual Report (Form 10-K). This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/  ERNST AND YOUNG LLP

Cleveland, Ohio
May 7, 2001

10

PIONEER-STANDARD ELECTRONICS, INC.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MARCH 31, 2001, 2000 AND 1999

(Dollars in Thousands)		Balance at
		Beginning of		Charged to Cost			Deductions - Net			Balance at End
Description		Period		and Expenses			Write-Offs			of Period
	2001
Allowance for doubtful accounts		$	5,681	$	11,118		$	(13,047	)	$	3,752
Inventory valuation reserve		$	6,770	$	7,876		$	(6,790	)	$	7,856
	2000
Allowance for doubtful accounts		$	6,035	$	3,269		$	(3,623	)	$	5,681
Inventory valuation reserve		$	5,397	$	3,786		$	(2,413	)	$	6,770
	1999
Allowance for doubtful accounts		$	7,798	$	(1,277	)	$	(486	)	$	6,035
Inventory valuation reserve		$	5,661	$	3,157		$	(3,421	)	$	5,397

Pioneer-Standard Electronics, Inc.
Exhibit Index

Exhibit No.	Description
3(a)	Amended Articles of Incorporation of Pioneer-Standard Electronics, Inc., which is incorporated by reference to Exhibit 2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, as amended on March 18, 1998 (File No. 0-5734).
(b)	Amended Code of Regulations, as amended, of Pioneer-Standard Electronics, Inc., which is incorporated by reference to Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1997 (File No. 0-5734).
4(a)	Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank, which is incorporated herein by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A (File No. 0-5734).
(b)	Indenture, dated as of August 1, 1996, by and between the Company and Star Bank, N.A., as Trustee, which is incorporated herein by reference to Exhibit 4(g) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1997 (File No. 0-5734).
(c)	Share Subscription Agreement and Trust, effective July 2, 1996, by and between the Company and Wachovia Bank of North Carolina, N.A., which is incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-07665).
(d)	Certificate of Trust of Pioneer-Standard Financial Trust, dated March 23, 1998, which is incorporated herein by reference to Exhibit 4(l) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
(e)	Amended and Restated Trust Agreement among Pioneer-Standard Electronics, Inc., as Depositor, Wilmington Trust Company, as Property Trustee and Delaware Trustee, and the Administrative Trustees named therein, dated as of March 23, 1998, which is incorporated herein by reference to Exhibit 4(m) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
(f)	Junior Subordinated Indenture, dated March 23, 1998, between the Company and Wilmington Trust, as trustee, which is incorporated herein by reference to Exhibit 4(n) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
(g)	First Supplemental Indenture, dated March 23, 1998, between the Company and Wilmington Trust, as trustee, which is incorporated herein by reference to Exhibit 4(o) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
(h)	Form of 6 3/4% Convertible Preferred Securities (Included in Exhibit 4(m)), which is incorporated herein by reference to Exhibit 4(p) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
(i)	Form of Series A 6 3/4% Junior Convertible Subordinated Debentures (Included in Exhibit 4(o)), which is incorporated herein by reference to Exhibit 4(q) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).

E-1

Exhibit No.	Description
(j)	Guarantee Agreement, dated March 23, 1998, between the Company and Wilmington Trust, as guarantee trustee, which is incorporated herein by reference to Exhibit 4(r) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
(k)	Agreement and Plan of Merger, dated as of January 15, 1998, by and among Dickens Data Systems, Inc., the Selling Shareholders named therein, Pioneer-Standard Electronics, Inc. and Pioneer-Standard of Georgia, Inc., which is incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K for February 27, 1998 (File No. 0-5734). (Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.)
*10(a)	Retirement Agreement, effective March 31, 1996, by and between the Company and Preston B. Heller, Jr., which is incorporated herein by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1996 (File No. 0-5734).
*(b)	Amended and Restated Employment Agreement, dated April 27, 1999, by and between the Company and John V. Goodger, which is incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 0-5734).
*(c)	The Company’s 1982 Incentive Stock Option Plan, as amended, which is incorporated by reference to Exhibit 3(e) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1997 (File No. 0-5734).
*(d)	The Company’s Amended and Restated 1991 Stock Option Plan, which is incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (Reg. No. 33-53329).
*(e)	The Company’s Amended 1995 Stock Option Plan for Outside Directors, which is incorporated herein by reference to Exhibit 99.1 to the Company’s Form S-8 Registration Statement (Reg. No. 333-07143).
(f)	Credit Agreement, dated as of March 27, 1998, among Pioneer-Standard Electronics, Inc., National City Bank, the several lending institutions party to the agreement and National City Bank, as Agent, which is incorporated herein by reference to Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
(g)	First Amendment to Credit Agreement, dated as of May 1, 1998, by and among Pioneer-Standard Electronics, Inc., the several lending institutions party to the agreement and National City Bank, as Agent, which is incorporated herein by reference to Exhibit 10(k) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
(h)	Second Amendment to Credit Agreement, dated as of March 31, 1999, by and among Pioneer-Standard Electronics, Inc., the several lending institutions party to the agreement and National City Bank, as Agent, which is incorporated herein by reference to Exhibit 10(k) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1999 (File No. 0-5734).
(i)	Third Amendment to Credit Agreement and Waiver, dated as of May 5, 2000, by and among Pioneer-Standard Electronics, Inc., the several lending institutions party to the agreement and National City Bank, as Agent, which is incorporated herein by reference to Exhibit 10(l) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2000 (File No. 0-5734).

E-2

Exhibit No.	Description
*(j)	Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for Outside Directors, which is incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 0-5734).
*(k)	Pioneer-Standard Electronics, Inc. 1999 Restricted Stock Plan, which is incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 0-5734).
*(l)	Pioneer-Standard Electronics, Inc. Supplemental Executive Retirement Plan, which is incorporated herein by reference to Exhibit 10(o) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2000 (File No. 0-5734).
*(m)	Pioneer-Standard Electronics, Inc. Benefit Equalization Plan, which is incorporated herein by reference to Exhibit 10(p) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2000 (File No. 0-5734).
*(n)	Non-Competition Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Thomas G. Pitera, which is incorporated herein by reference to Exhibit 10(q) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2000 (File No. 0-5734).
*(o)	Change of Control Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Thomas G. Pitera, which is incorporated herein by reference to Exhibit 10(r) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2000 (File No. 0-5734).
*(p)	Form of Option Agreement between Pioneer-Standard Electronics, Inc. and the optionees under the Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for Outside Directors, which is incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 0-5734).
*(q)	Amended and Restated Employment agreement, effective April 1, 2000, between Pioneer-Standard Electronics, Inc. and James L. Bayman, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 0-5734).
*(r)	Amended and Restated Employment agreement, effective April 1, 2000, between Pioneer-Standard Electronics, Inc. and Arthur Rhein, which is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 0-5734).
*(s)	Employment agreement, effective April 24, 2000, between Pioneer-Standard Electronics, Inc. and Steven M. Billick, which is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 0-5734).
(t)	Five-Year Credit Agreement Dated as of September 15, 2000, among Pioneer-Standard Electronics, Inc., the Foreign Subsidiary Borrowers, the Lenders, and Bank One, Michigan as Agent, Banc One Capital Markets, Inc. as Lead Arranger and Sole Book Runner, KeyBank National Association as Syndication Agent, and ABN AMRO Bank, N.V., as Documentation Agent, which is incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 0-5734).

E-3

Exhibit No.	Description
(u)	364-Day Credit Agreement Dated as of September 15, 2000, among Pioneer-Standard Electronics, Inc., the Lenders, Bank One, Michigan as Agent, Banc One Capital Markets, Inc. as Lead Arranger and Sole Book Runner, KeyBank National Association, as Syndication Agent, and ABN AMRO Bank, N.V., as Documentation Agent, which is incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 0-5734).
(v)	Pioneer-Standard Electronics, Inc. Senior Executive Disability Plan, effective April 1, 2000.
*(w)	Non-Competition Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Robert J. Bailey.
*(x)	Change of Control Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Robert J. Bailey.
*(y)	Non-Competition Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Peter J. Coleman.
*(z)	Change of Control Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Peter J. Coleman.
13	Portions of the Company’s 2001 Annual Report to Shareholders that are incorporated by reference into this Annual Report on Form 10-K.
21	Subsidiaries of the Registrant.
23	Consent of Ernst & Young LLP, Independent Auditors.
99(a)	Certificate of Insurance Policy, effective November 1, 1997, between Chubb Group of Insurance Companies and Pioneer-Standard Electronics, Inc., which is incorporated herein by reference to Exhibit 99(a) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998 (File No. 0-5734).
99(b)	Forms of Amended and Restated Indemnification Agreement entered into by and between the Company and each of its Directors and Executive Officers, which are incorporated herein by reference to Exhibit 99(b) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1994 (File No. 0-5734).
*	Denotes a management contract or compensatory plan or arrangement.

E-4 EX-10.V 2 l89012aex10-v.txt EX-10(V) SENIOR EXECUTIVE PLAN 1 Exhibit 10(v) [LOGO PIONEER STANDARD] PIONEER-STANDARD ELECTRONICS, INC. ---------------------------------- SENIOR EXECUTIVE DISABILITY PLAN -------------------------------- Effective Date: April 1, 2000 (Revision Date: September 19, 2000) 2 PIONEER-STANDARD ELECTRONICS, INC. ---------------------------------- SENIOR EXECUTIVE ---------------- This Plan is hereby adopted by Pioneer-Standard Electronics, Inc. a corporation organized and existing under and by virtue of the laws of the State of Ohio (hereinafter called the "Company"); WITNESSETH: ----------- WHEREAS, the Company desires to establish the Pioneer-Standard Electronics, Inc. Senior Executive Disability Plan (hereinafter referred to as the "Plan") in order to supplement long term disability benefits paid to certain covered Employees under the long-term disability program sponsored by the Company; and NOW, THEREFORE, the Company hereby adopts the Plan, effective April 1, 2000, as follows: 3 TABLE OF CONTENTS ----------------- ARTICLE NO. ----------- NAME AND PURPOSE 1 DEFINITIONS 2 ELIGIBILITY AND PARTICIPATION 3 ELIGIBILITY FOR DISABILITY BENEFITS 4 AMOUNT OF BENEFITS 5 ADMINISTRATION AND CLAIMS PROCEDURE 6 AMENDMENT AND TERMINATION 7 MISCELLANEOUS 8 4 ARTICLE 1 --------- NAME AND PURPOSE ---------------- 1.1 NAME. The name of this Plan shall be the PIONEER-STANDARD ELECTRONICS, INC. SENIOR EXECUTIVE DISABILITY PLAN. 1.2. PURPOSE. This Plan is hereby established for the purpose of providing income to the Participants in this Plan upon their disablement. 1.3. PLAN FOR A SELECT GROUP. This Plan shall only cover employees of the Company who are members of a select group of management or highly compensated employees; within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. The Company shall have the authority to take any and all action necessary or desirable in order that this Plan satisfies the requirements set forth in ERISA and regulations thereunder applicable to plans maintained for employees who are members of a select group of management or highly compensated employees. Moreover, this Plan at all times shall be administered in such a manner, and benefits hereunder shall be so limited, notwithstanding any contrary provision of this Plan, in order that this Plan shall constitute such a plan. 1.4. NOT A FUNDED PLAN. It is the intention and purpose of the Company that this Plan shall be deemed to be "unfunded" for tax purposes as well as being such a plan as would properly be described as "unfunded" for purposes of Title I of ERISA. This Plan shall be administered in such a manner, notwithstanding any contrary provision of this Plan, in order that it will be so deemed and would be so described. 1-1 5 ARTICLE 2 --------- DEFINITIONS ----------- Unless the context otherwise indicates, the following words used herein shall have the following meanings whenever used in this Plan: 2.1. ACTIVE SERVICE. The words "Active Service" shall mean, with respect to any Covered Employee, his performance in the customary manner of all of the regular duties of his employment while employed with the company on a full-time basis. 2.2. ADMINISTRATOR. The word "Administrator" shall mean the Company. 2.3. AFFILIATE. The word "Affiliate" generally shall mean any corporation or business organization that, directly or indirectly, through one or more intermediaries controls is controlled by, or is under common control with the Company, and particularly shall mean any corporation of which fifty percent (50%) of the voting stock is directly or indirectly owned by the Company. 2.4. AGE. The word "Age" shall mean a Participant's actual attained Age. 2.5. ANNUAL INCENTIVE COMPENSATION PLAN. The words "Annual Incentive Compensation Plan" shall mean an arrangement used to provide annual Incentive compensation to employees of the Company, whether set forth in a plan, contained in individual employment agreements or otherwise. 2.6. APPEALS COMMITTEE. The words "Appeals Committee" shall mean the Appeals Committee established pursuant to Article 6.7 hereof. 2.7. BOARD. The word "Board" shall mean the Board of Directors of the Company. 2-1 6 2.8. CODE. The word "Code" shall mean the Internal Revenue Code of 1986, as amended, and any regulations or other pronouncements promulgated thereunder. Whenever a reference is made herein to a specific Code Section, such reference shall be deemed to include any successor Code Section having the same or a similar purpose. 2.9. COMPANY. The word "Company" shall mean Pioneer-Standard Electronics, Inc. or any successor corporation or business organization which shall assume the obligations of the Company under this Plan. 2.10. COVERED COMPENSATION. The word "Covered Compensation" shall mean the base monthly rate of compensation paid by the Company to a Participant for services rendered as a Covered Employee, adjusted as follows: (a) Compensation shall be increased for salary reduction amounts which are excluded from the taxable income of the Employee under Code Sections 125, 402(e)(3) and 402(h); and (b) Compensation shall be increased by amounts which are paid to the Participant as a part of an Annual Incentive Compensation Plan. 2.11. COVERED EMPLOYEE. The words "Covered Employee" shall mean any elected officer of the Company and any other Employee of the Company who shall be so designated by the Chief Executive Officer of the Company. 2.12. DATE OF DISABILITY. The words "Date of Disability" shall mean the first date on which a Participant is absent from the Active Service of the Company by reason of Disability. In the event a Participant shall have more than one period of absence from Active Service by reason of Disability, his Date of Disability shall be: (a) the first day of the second absence, if the absences are separated by at least thirty (30) consecutive days of Active Service; 2-2 7 (b) the first day of the second absence, if the absences are separated by at least one (1) day of Active Service and the cause of the second absence is entirely unrelated to the cause of the first absence; or (c) the first day of the first absence in all other cases. 2.13. DISABILITY. The word "Disability" shall mean, with respect to any Participant, a medically determinable physical or mental impairment which qualifies the Participant to receive benefits under the Company's long-term disability plan except that no Participant shall be deemed to have a Disability if such Disability was: (a) contracted, suffered or incurred while the Participant was engaged in, or resulted from his having engaged in a criminal act or enterprise; (b) resulted from the Participant's addiction, habituation or use of alcohol, narcotics or hallucinogens; provided, however, that where such Participant is determined to be a qualified individual with a disability within the meaning of the Americans with DisabIlities Act (42 United States Code Section 12101, et seq.) with respect to such Disability, the exclusion contained in this paragraph (ii) shall be limited to such Participant's engaging in the illegal use of drugs or alcohol within the meaning of 42 United States Code Section 12114; or resulted from any intentionally self-inflicted injury. A determination of Disability shall be made by the Administrator with the advice of competent medical authority. 2.14. EFFECTIVE DATE. The words "Effective Date" shall mean April 1, 2000. 2.15. EMPLOYEE. The word "Employee" shall mean any common-law employee of the Company, whether or not an officer or member of the Board, but excluding any temporary Employee and any person serving the Company only in the capacity of a member of the Board. 2.16. ERISA. The word "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and any regulations or other pronouncements promulgated thereunder. Whenever a reference is made herein to a specific ERISA Section, such 2-3 8 reference shall be deemed to include any successor ERISA Section having the same or a similar purpose. 2.17. LONG TERM DISABILITY PERIOD. The words "Long Term Disability Period" shall mean, for a Participant who has a Disability and who has not attained Age sixty-five (65), the period commencing on the first day of the fifth (5th) full month following his Date of Disability and continuing until the later of: (a) the first day of the month coinciding with or next following his attainment of Age sixty-five (65); or (b) the last day of the twenty-fourth (24th) full month following his Date of Disability. 2.18 MILITARY SERVICE. The words "Military Service" shall mean duty in the Armed Forces of the United States, whether voluntary or involuntary, provided that the Employee serves not more than one voluntary enlistment or tour of duty and further provided that such voluntary enlistment or tour of duty does not follow involuntary duty. 2.19. PARTICIPANT. The word "Participant" shall mean any eligible Employee who has become a participant in accordance with Article 3, and who remains a Participant. 2.20. PLAN. The word "Plan" shall mean the Pioneer-Standard Electronics, Inc. Senior Executive Disability Plan as set forth herein, effective as of the Effective Date, and as it may be amended from time to time hereafter. 2.21. PLAN YEAR. The words "Plan Year" shall mean the twelve (12) month period ending on December 31 in each calendar year. The first Plan Year shall mean the period between April 1, 2000 and ending December 31,2000. 2-4 9 2.22. TERMINATION OF EMPLOYMENT: The words "Termination of Employment" shall mean the cessation of a Participant's service with the Company for any of the following reasons: (a) his discharge by the Company or an Affiliate for cause unless he is subsequently reemployed and given pay back to his date of discharge; (b) his voluntary Termination of Employment; (c) his retirement; (d) his failure to return to work: (i) at the end of any leave of absence authorized by the Company; or (ii) within ninety (90) days following such Employee's release from Military Service or within any other period following Military Service in which such Employee's right to reemployment with the Company is guaranteed by law; or (iii) after the cessation of disability income payments under this Plan or under any other sick leave or disability program of the Company; 2.23. 30 DAY WAITING PERIOD. The words "30 Day Waiting Period" shall mean the thirty (30) consecutive days immediately following a Participant's Date of Disability. 2-5 10 ARTICLE 3 --------- ELIGIBILITY AND PARTICIPATION ----------------------------- 3.1. ELIGIBILITY. Each Employee who is or shall become a Covered Employee shall be eligible to become a Participant on or as of such date specified by the Company. 3.2. PARTICIPATION. Any Employee shall automatically cease to be a Participant in the Plan on the date the Employee ceases to be a Covered Employee as such term is defined in Section 2.11 hereof; provided, however, that an Employee shall not cease to be a Participant in the Plan by reason of his transfer to employment, as a salaried Employee, with an Affiliate. 3-1 11 ARTICLE 4 --------- ELIGIBILITY FOR DISABILITY BENEFITS ----------------------------------- 4.1. ELIGIBILITY FOR LONG TERM DISABILITY BENEFITS. A Participant whose Disability continues through the end of fifth (5th) full month following his Date of Disability and who has not attained age sixty-five (65), shall be eligible to receive long term disability benefits payable monthly in the amount determined in accordance with Article 5 hereof. Such long term Disability benefits shall commence ON THE FIRST DAY OF THE FIFTH (5TH) FULL MONTH FOLLOWING HIS DATE OF DISABILITY. Such benefit shall cease upon the earliest to occur of: (a) the Participant's engaging in any Gainful Occupation or Employment other than Rehabilitative Employment; (b) the end of the Long Term Disability Period and Extended Long Term Disability Period; (c) the determination by the Administrator on the basis of a medical examination or a physician's statement that the Participant ceases to be disabled; or (d) the Participant's refusal to submit a physician's statement or to undergo a medical examination ordered by the Administrator, subject to the provisions of Section 4.2 hereof, 4.2. APPLICATION FOR BENEFITS. Each Participant who has a Disability shall apply for Disability benefits in writing on such form or forms as the Administrator shall prescribe. A Participant shall become entitled to Disability benefits on application only if the Administrator finds that he has a Disability as described in Section 2.13 hereof. In any case, where the Administrator makes a determination with respect to the Disability of any Participant applying for Disability benefits, the Participant shall be required periodically to submit, at the Company's expense, a physician's statement as to the extent of his Disability and may be required to submit to such examinations and reexaminations by a clinic, physician or physicians 4-1 12 selected by the Administrator as the Administrator deems necessary to establish his eligibility for such benefits or his continued eligibility therefor. The Administrator may substitute other equally conclusive diagnostic medical evidence, if it so decides in place of such physician's statement and such examination by a clinic, physician or physicians. Fees of any clinic, physician or physicians making such examinations shall be paid by the Company. 4.3. CESSATION OF ACTIVE PARTICIPATION INITIATED BY THE ADMINISTRATOR. In the event that the Administrator determines, in its sole discretion, that a Participant is not, or may not be, a member of a "select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) or 4021(b)(6) of ERISA, then the Administrator may, in its sole discretion, terminate such Participant's active participation in this Plan. 4.4 TAX WITHHOLDING. The Company may withhold from any payment made by it under this Plan such amount or amounts as may be required for purposes of complying with the tax withholding or other provisions of the Code, the Social Security Act or any state or local income or employment tax act or for purposes of paying any estate, inheritance or other tax attributable to any amounts payable hereunder. 4-2 13 ARTICLE 5 --------- AMOUNT OF BENEFITS ------------------ 5.1. AMOUNT OF LONG TERM BENEFITS. The monthly amount of Long Term Disability benefits payable under the Plan shall be an amount which, on an after tax basis, when combined with any benefits payable to the Participant under the Company's Long Term Disability program, shall equal sixty percent (60%) of the Participant's total W-2 earnings in the year prior to the disability start date. If benefits are payable for any period of time which is less than a full month, the amount of monthly benefits payable for such period will be proportionately reduced. 5.2 The amount of disability benefits payable to a Participant under this Plan shall be reduced by: (a) the amount of any other income paid or payable by reason of such Participant's Disability pursuant to any of the following; (i) the Federal Social Security Act determined pursuant to Section 5.3 hereof (including any benefits payable to the Participant's dependents on account of his disability); (ii) any state or federal government disability or retirement plan; (iii) any workmen's compensation or similar law determined pursuant to Section 5.4 hereof; or (iv) any other disability, retirement, income or salary continuance program sponsored by the Company; (b) after his attainment of Age sixty-five (65), the amount of any Federal Old Age Benefits paid or payable under the Federal Social Security Act determined pursuant to Section 5.3 hereof (including any benefits payable to the Participant's dependents). 5.3. For the purposes of this Plan, any Participant covered under the Federal Social Security Act will be deemed to be receiving periodic cash payments, commencing at the 5-1 14 end of any waiting period required under said Act in an amount equal to the amount he and his dependents would receive if they were receiving such payments, unless the Participant submits proof to the Administrator that proper application for such payments was made and that such application was denied. Any subsequent changes in the amount of benefits payable under the Federal Social Security Act (except changes due to changes in the number of a Participant's dependents) shall not reduce or increase the amount of benefits payable under this Plan. However, for the purposes of this Plan, if a change in the number of dependents occurs, the amount of the Participant's benefit will be adjusted by the amount of benefit payable under the Federal Social Security Act applicable to that dependent based on the amount of benefit which was or would have been payable at the time the Participant was initially eligible for benefits under the Federal Social Security Act due to the same disability or due to his attainment of Age sixty-five (65). 5.4. For the purposes of this Plan, the amount of any income paid or payable to a Participant under any workmen's compensation or similar law shall be deemed to be any amount payable to or on behalf of the Participant on account of any injury or occupational disease causing a Disability in the nature of a disability for which the Company or an Affiliate is liable, pursuant to any Workmen's Compensation, occupational disease or similar laws, but excluding any fixed statutory payments for the loss of any bodily member. In addition, if any such amount is determined with respect to a period of time, the reduction under Section 5.2 hereof shall be made only with respect to the same period; and provided that, if any such amount is not determined with respect to a period of time, the Administrator shall apportion the amount to a period of time under procedures designed to result in a reduction comparable to that which would be made if the amount had been determined with respect to a period of time. 5-2 15 ARTICLE 6 --------- ADMINISTRATION AND CLAIMS PROCEDURE ----------------------------------- 6.1. GENERAL RIGHTS, POWERS, AND DUTIES OF ADMINISTRATOR. The Administrator, or such person or entity as the Administrator may delegate from time to time hereunder, shall be responsible for the general administration of this Plan and shall have all powers as may be necessary to carry out the provisions of this Plan and may, from time to time, establish rules for the administration of this Plan and the transaction of this Plan's business. In addition to any powers, rights and duties set forth elsewhere in this Plan, the Administrator shall have the following powers, rights and duties: (a) To enact such rules, regulations, and procedures and to prescribe the use of such administrative forms as it shall deem advisable; (b) To appoint or employ such agents, attorneys, actuaries, accountants, assistants or other persons (who may also be Participants in this Plan or be employed by or represent the Company) at the expense of the Company as it may deem necessary to keep its records or to assist it in taking any other action authorized or required hereunder; (c) To delegate to designated persons or entities the right to exercise any of its powers or the obligation to carry out any or all of its duties as Administrator; (d) To interpret this Plan, and to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, to determine the right to benefits of, and the amount of benefits, if any, payable to any person in accordance with the provisions of this plan to resolve all questions arising under this Plan; (e) To administer this Plan in accordance with its terms and any rules and regulations it establishes; (f) To maintain such records concerning this Plan as it deems sufficient, to prepare reports, returns and other information required by this Plan or by law; and 6-1 16 (g) To direct the Company to pay benefits under this Plan and to give such other directions and instructions as may be necessary for the proper administration of this Plan. 6.2. INFORMATION TO BE FURNISHED TO THE ADMINISTRATOR. The Company shall furnish the Administrator with such data and information as it may reasonably require. The records of the Company shall be determinative of each Participant's period of employment, Termination of Employment and the reason therefor, leave of absence, reemployment, years of service, personal data, and data regarding Base Salary. Participants shall furnish to the Administrator such evidence, data or information and execute such documents as the Administrator requests. 6.3. CLAIM FOR BENEFITS. Any claim for benefits under this Plan shall be made in writing to the Administrator in such a manner as the Administrator shall prescribe. The Administrator shall process each such claim and determine entitlement to benefits within ninety (90) days following its receipt of a completed application for benefits unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial ninety (90) day period. In no event shall such extension exceed a period of ninety (90) days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date as of which the Administrator expects to render the final decision. If such a claim is wholly or partially denied by the Administrator, the Administrator shall notify the claimant of the denial of the claim in writing, delivered in person or mailed by first class mail to the claimant's last known address. Such notice of denial shall contain: (a) the specific reason or reasons for denial of the claim; (b) a reference to the relevant Plan provisions upon which the denial is based; 6-2 17 (c) a description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary; and (d) an explanation of this Plan's claim review procedure. If no such notice is provided, the claim shall be deemed denied. The interpretations, determinations and decisions of the Administrator shall be final and binding upon all persons with respect to any right, benefit and privilege hereunder, subject to the review procedures set forth in this Article 6. 6.4. REQUEST FOR REVIEW OF A DENIAL OF A CLAIM FOR BENEFITS. Any claimant or any authorized representative of such claimant whose claim for benefits under this Plan has been denied or deemed denied, in whole or in part, by the Administrator may, upon written notice to the Appeals Committee, request a review by the Appeals Committee of such denial of his or her claim for benefits. Such claimant shall have sixty (60) days from the date the claim is deemed denied, or sixty (60) days from receipt of the notice denying the claim, as the case may be, in which to request such a review. Such notice must specify the relief requested and the reason such claimant believes the denial should be reversed. 6.5. APPEALS PROCEDURE. The Appeals Committee is hereby authorized to review the facts and relevant documents, including this Plan, to interpret this Plan and other relevant documents and to render a decision on the claim of the claimant. Such review may be made by written briefs submitted by the claimant and the Administrator or at a hearing, or by both, as shall be deemed necessary by the Appeals Committee. The Appeals Committee may, in it sole discretion, appoint from its members an Appeal Examiner to conduct such review. Any hearing conducted by an Appeal Examiner shall be held in such location as shall be reasonably 6-3 18 convenient to the claimant. Any hearing conducted by the Appeals Committee shall be held to the Corporate Headquarters of the Company or such other location as the appeals Committee shall select. The date and time of such hearing shall be designated by the Appeals Committee or the Appeal Examiner upon not less than fifteen (15) days' notice to the claimant and the Administrator unless both of them accept shorter notice. The notice shall specify that such claimant must indicate in writing, at least five (5) days in advance of the time established for such hearing, his or her intention to appear at the appointed time and place, or the hearing will automatically be canceled. The reply shall specify any other persons who will accompany him or her to the hearing, or such other persons will not be admitted to the hearing. The Appeals Committee or the Appeal Examiner shall make every effort to schedule the hearing on a day and at a time which is convenient to both the claimant and the Administrator. The claimant, or his or her duly authorized representative, may review all pertinent documents relating to the claim in preparation for the hearing and may submit issues and comments in writing prior to or during the hearing. 6.6. DECISION UPON REVIEW OF DENIAL OF CLAIM FOR BENEFITS. After the review has been completed, the Appeals Committee or the Appeal Examiner shall render a decision in writing, a copy of which shall be sent to both the claimant and the Administrator. In making its decision the Appeals Committee or the Appeal Examiner shall have full power and discretion to interpret this Plan, to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, to determine the right to benefits of, and the amount of benefits, if any, payable to any person in accordance with the provisions of this Plan. The Appeals Committee or the Appeal Examiner shall render a decision on the claim review promptly, but not more than sixty (60) days after the receipt of the claimant's request for review, unless special circumstances 6-4 19 (such as the need to hold a hearing) require an extension of time, in which case the sixty (60) day period shall be extended to one hundred twenty (120) days. Such decision shall include specific reasons for the decision and contain specific references to the relevant Plan provisions upon which the decision is based and, if the decision is made by an Appeal Examiner, the rights of the claimant or the Administrator to request a review by the entire Appeals Committee of the decision of the Appeal Examiner. The decision on review shall be furnished to the claimant within the appropriate time described above. If the decision on review is not furnished within such time, the claim shall be deemed denied on review. [EITHER THE CLAIMANT OR THE ADMINISTRATOR MAY REQUEST A REVIEW OF AN ADVERSE DECISION OF THE APPEAL EXAMINER BY FILING A WRITTEN REQUEST WITH THE APPEALS COMMITTEE WITHIN THIRTY (30) DAYS AFTER THEY RECEIVE A COPY OF THE APPEAL EXAMINER'S DECISION OR THE CLAIM IS DEEMED DENIED ON REVIEW. THE REVIEW OF A DECISION OF THE APPEAL EXAMINER SHALL BE CONDUCTED BY THE APPEALS COMMITTEE IN ACCORDANCE WITH THE PROCEDURES OF THIS SECTION 6.6 AND SECTION 6.5 HEREOF. THERE SHALL BE NO FURTHER APPEAL FROM A DECISION RENDERED BY A QUORUM OF THE APPEALS COMMITTEE.] Except to the extent provided above, the decision of the Appeals Committee or the Appeal Examiner shall be final and binding in all respects on the Administrator, the Company and the claimant. Except as otherwise provided in ERISA, the review procedures of this Section 6.6 and said Section 6.5 shall be the sole and exclusive remedy and shall be in lieu of all actions at law, in equity, pursuant to arbitration or otherwise. In any event, a claimant must exhaust the review procedures of this Section and said Section 6.5 prior to the commencement of any such action. 6.7. ESTABLISHMENT OF APPEALS COMMITTEE. The Company shall appoint the members of an Appeals Committee which shall consist of three (3) or more members. The 6-5 20 members of the Appeals Committee shall remain in office at the will of the Company and the Company, from time to time, may remove any of said members with or without cause. A member of the Appeals Committee may resign upon written notice to the remaining member or members of the Appeals Committee and to the Company, respectively. The fact that a person is a Participant or a former Participant or a prospective Participant shall not disqualify him from acting as a member of the Appeals Committee, nor shall any member of the Appeals Committee be disqualified from acting on any question because of his interest therein, except that no member of the appeals Committee may act on any claim which such member has brought as a Participant or former Participant under this Plan. In case of the death, resignation or removal of any member of the Appeals Committee, the remaining members shall act until a successor member shall be appointed by the Company. At the Administrator's request, the Secretary of the Company shall notify the Administrator in writing of the names of the original members of the Appeals Committee, of any and all changes in the membership of the Appeals Committee, of the member designated as Chairman, and the member designated as Secretary, and of any changes in either office. Until notified of a change, the Administrator shall be protected in assuming that there has been no change in the membership of the Appeals Committee or the designation of Chairman or of Secretary since the last notification was filed with it. The Administrator shall be under no obligation at any time to inquire into the membership of the Appeals Committee or its officers. All communications to the Appeals Committee shall be addressed to its Secretary at the address of the Company. 6.8. OPERATIONS OF APPEALS COMMITTEE. On all matters and questions, a decision of a majority of the members of the Appeals Committee shall govern and control, but a meeting need not be called or held to make any decision. The Appeals Committee shall appoint 6-6 21 one of its members to act as its Chairman and another member to act as Secretary. The terms of office of these members shall be determined by the Appeals Committee, and the Secretary and/or Chairman may be removed by the other members of the Appeals Committee for any reason which such other members may deem just and proper. The Secretary shall do all things directed by the Appeals Committee. Although the Appeals Committee shall act by decision of a majority of its members as above provided, nevertheless in the absence of written notice to the contrary, every person may deal with the Secretary and consider his acts as having been authorized by the Appeals Committee. Any notice served or demand made on the Secretary shall be deemed to have been served or made upon the Appeals Committee. 6.9. LIMITATION OF DUTIES. The Company, the Administrator, the Appeals Committee, the Appeal Examiner, and their respective officers, members, Employees and agents shall have no duty or responsibility under this Plan other than the duties and responsibilities expressly assigned to them herein or delegated to them pursuant hereto. None of them shall have any duty or responsibility with respect to the duties or responsibilities assigned or delegated to another of them. 6.10. EXPENSES OF ADMINISTRATION AND THE COMMITTEE. No fee or compensation shall be paid to the Administrator or any member of the Appeals committee for his or its services as such, but the Administrator and the Appeals Committee may be reimbursed for his or its expenses by the Company. The Administrator and the Appeals Committee may hire such attorneys, accountants, actuaries, agents, clerks, and secretaries as they may deem desirable in the performance of their functions, any of whom may also be advisors to the Company or any affiliated company, and the expense associated with the hiring or retention of any such person or persons shall be paid directly by the Company. 6-7 22 6.11. INDEMNIFICATION. In addition to whatever rights of indemnification an Employee of the Company who serves as a delegate of the Administrator or the Company or is a member of the Appeals Committee may be entitled to under the Certificate of Incorporation or bylaws of the Company, under any provision of law or under any other agreement, the Company shall satisfy any liability actually incurred by any such individual, including reasonable expenses and attorney's fees, and any judgments, fines, and amounts paid in settlement, in connection with any threatened, pending or completed action, suit or proceeding which is related to the exercise or failure to exercise by such individual of any powers, authority, responsibilities or discretion provided under this Plan or reasonably believed by such individual to be provided hereunder, and any action taken by such individual in connection therewith. This indemnification for all such acts taken or omitted is intentionally broad, but shall not provide indemnification for acts taken or omissions occurring as a result of bad faith. Such indemnification will not be provided to any person who is not a present or former Employee of the Company or affiliated company thereof, nor shall it be provided for any claim by the Company or affiliated company thereof against any such person. No indemnification shall be provided to any person who is not an individual. 6.12. LIMITATION OF ADMINISTRATIVE LIABILITY. Neither the Administrator, nor the Appeals Committee, nor any of their respective officers, members, Employees, agents and delegates shall be liable for any act taken by such person or entity pursuant to any provision of this Plan except for gross abuse of the discretion given it and them hereunder. No member of the Appeals Committee shall be liable for the act of any other member. No member of the Board shall be liable to any person for any action taken or omitted in connection with the administration of this Plan. 6-8 23 6.13. LIMITATION OF SPONSOR LIABILITY. Any right or authority exercisable by the Company, pursuant to any provision of this Plan, shall be exercised in the Company's capacity as sponsor of this Plan, or on behalf of the Company in such capacity, and not in a fiduciary capacity, and may be exercised without the approval or consent of any person in a fiduciary capacity. Neither the Company, nor any of its respective officers, members, Employees, agents and delegates, shall have any liability to any party for its exercise of any such right or authority. 6-9 24 ARTICLE 7 --------- AMENDMENT AND TERMINATION ------------------------- 7.1. AMENDMENT, MODIFICATION AND TERMINATION. This Plan may be amended or terminated by the Company at any time, or from time to time, by a document executed on behalf of the Company by an officer thereof, which amendment, modification or termination is authorized or ratified by the compensation committee of the board. 7.2. ASSUMPTION OF PLAN. If the Company shall be legally dissolved, be declared bankrupt, make a general assignment for the benefit of creditors, merge with another corporation, or sell substantially all of its assets, this Plan shall terminate; provided, however, that if a successor corporation or other business organization shall agree to assume the liabilities of this Plan, then upon agreement with the Company, such corporation or business organization shall become the Company for the purposes of this Plan. 7.3. PLAN TERMINATION. Although it is the intention of the Company to continue this plan indefinitely, the Company may, by action of the Board, terminate this Plan at any time as evidenced by an instrument in writing executed in the name of the Company by a duly authorized officer. The Company shall notify the Administrator of any such termination. 7-1 25 ARTICLE 8 --------- MISCELLANEOUS ------------- 8.1. NO IMPLIED RIGHTS. Neither the establishment of this Plan nor any amendment thereof shall be construed as giving any Participant or any other person any legal or equitable right unless such right shall be specifically provided for in his plan or conferred by specific action of the Company in accordance with the terms and provisions of this Plan. Except as expressly provided in this Plan, the Company shall not be required or be liable to make any payment under this Plan. 8.2. NO RIGHT TO COMPANY ASSETS. Neither the Participant nor any other person shall acquire, by reason of this Plan, any right to or title to any assets, funds or other property of the Company whatsoever including, without limiting the generality of the foregoing, any specific assets, funds or other property which the Company, in its sole discretion, may set aside in anticipation of a liability hereunder. Any benefits which become payable hereunder shall be paid from the general assets of the Company. The Participant shall have only a contractual right to the amounts, if any, payable hereunder, unsecured by any asset of the Company. Nothing contained in this Plan constitutes a guarantee by the Company that the assets of the Company shall be sufficient to pay any benefit to any person. 8.3. NO EMPLOYMENT RIGHTS CREATED. This Plan shall not be deemed to constitute a contract of employment between the Company and any Participant, nor confer upon any Participant or Employee the right to be retained in the service of the Company for any period of time, nor shall any provision hereof restrict the right of the Company to discharge or otherwise deal with any Participant or other Employees, with or without cause. Nothing herein 8-1 26 shall be construed as fixing or regulating the compensation payable to any Participant or other Employee of the Company. 8.4. OFFSET. If, at the time payments or installments of payments are to be made hereunder, a Participant is indebted or obligated to the Company, then the payments remaining to be made to the Participant may, at the discretion of the Company, be reduced by the amount of such indebtedness or obligation; provided, however, that an election by the Company not to reduce any such payment or payments shall not constitute a waiver of its claim for such indebtedness or obligation. 8.5. NON-ASSIGNABILITY. Neither the Participant nor any other person shall have any voluntary or involuntary right to commute, sell, assign, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, and any attempt to do so shall be void. All benefits are expressly declared to be unassignable and non-transferable. No part of the benefits under this Plan shall be, prior to actual payment, subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, or be transferable by operation of law in the event of the Participant's or any other person's bankruptcy or insolvency. 8.6. NOTICE. Any notice required or permitted to be given under this plan shall be sufficient if in writing and hand delivered, or sent by first class mail, and if given to the Company, delivered to the principal office of the Company, directed to the attention of the Vice President of Human Resources. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification. 8-2 27 8.7. GOVERNING LAWS. This Plan shall be construed and administered according to ERISA and the laws of the State of Ohio. 8.8. INCAPACITY. If the Administrator determines that any Participant entitled to payments under this Plan is incompetent by reason of physical or mental disability and is consequently unable to give a valid receipt for payments made hereunder, or is a minor, the Administrator may order the payments becoming due to such Participant to be made to another person for the benefit of such Participant, without responsibility on the part of the Administrator to follow the application of amounts so paid. Payments made pursuant to this Section 8.8 shall completely discharge this Plan, the Administrator, the Company and the Appeals Committee with respect to such payments. 8.9. ADMINISTRATIVE FORMS. All applications, elections and designation as made by a Participant in connection with this Plan shall become effective only when provided to the Administrator in such form as is required by the Administrator. 8.10. INDEPENDENCE OF PLAN. Except as otherwise expressly provided herein, this plan shall be independent of, and in addition to, any other employee benefit agreement or plan or any rights that may exist from time to time thereunder. 8.11. RESPONSIBILITY FOR LEGAL EFFECT. Neither the Company, the Administrator, the Appeals Committee, nor any officer, member, delegate or agent of any of them, makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax, or other implications or effects of this Plan. 8.12. SUCCESSORS. The terms and conditions of this Plan shall inure to the benefit of and bind the Company, the Administrator, the Appeals Committee and its members, the Participants and the successors, assigns, and personal representatives of any of them. 8-3 28 8.13. HEADINGS AND TITLES. The Section headings and titles of Articles used in this Plan are for convenience of reference only and shall not be considered in construing this Plan. 8.14. GENERAL RULES OF CONSTRUCTION. The masculine gender shall include the feminine and neuter, and vice versa, as the context shall require. The singular number shall include the plural, and vice versa, as the context shall require. The present tense of a verb shall include the past and future tenses, and vice versa, as the context may require. 8.15. SEVERABILITY. In the event that any provision or term of this Plan, or any agreement or instrument required by the Administrator hereunder, is determined by a judicial, quasi-judicial or administrative body to be void or not enforceable for any reason, all other provisions or terms of this Plan or such agreement or instrument shall remain in full force and effect and shall be enforceable as if such void or nonenforceable provision or term had never been a part of this plan, or such agreement or instrument. 8.16. ACTIONS BY THE COMPANY. Except as otherwise provided herein, including without limitation Section 6.9 hereof, all actions of the Company under this Plan shall be taken by the Board, by any officer of the Company, or by any other person designated by any of the foregoing. IN WITNESS WHEREOF, Pioneer-Standard Electronics, Inc., by its appropriate officers duly authorized, has caused this Plan to be executed this ____day of April, 2000. PIONEER-STANDARD ELECTRONICS, INC. ("Company") By: ------------------------------------- And: ------------------------------------- 8-4 EX-10.W 3 l89012aex10-w.txt EX-20(W) NON-COMP AGREEMENT WIHT ROBERT J. BAILEY 1 Exhibit 10(w) Non-Competition Agreement [LOGO PIONEER STANDARD] - -------------------------------------------------------------------------------- NON-COMPETITION AGREEMENT - ------------------------- PIONEER STANDARD Name: Robert J. Bailey 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. 2 Non-Competition Agreement [LOGO PIONEER STANDARD] - -------------------------------------------------------------------------------- Upon Employee's separation from employment with the Company, Employee agrees to return and deliver to the Company all notes, notebooks, drawings, blueprints, 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 offices, sales agents, or otherwise conducts business, be employed by, own, manage, operate or control, or participate, directly or indirectly, in the ownership, management, operation, or control of, or be connected with (whether as a director, officer, employee, partner, consultant, or otherwise), any business which competes with the Company in the distribution of electronic parts, components or systems (the "Noncompetition Obligation"). (b) TERMINATION WITHOUT CAUSE. In the event that Employee's employment is terminated without cause, the Company shall have the option to pay to Employee his regular base and target incentive salary consistent with regular payroll practices (the "Noncompetition Payments") for all or any part of the Noncompetition Period. If the Company elects to make Noncompetition Payments to Employee, then Employee will be bound by the Noncompetition Obligation set forth in Subparagraph A, above, for the duration of Noncompetition Payments. All decision as to: (1) whether to make Noncompetition Payments to Employee; and (2) the duration of the Noncompetition Payments, shall be within the sole discretion of the Company, and will be communicated to Employee at the time of termination. It is acknowledged and understood that any Noncompetition Payments made hereunder are in addition to, and independent of, any Severance Payments under Paragraph 3, above and constitutes adequate consideration for the Noncompetition objectives set forth herein. It is further acknowledged and understood that any Noncompetition Obligation arising under this Subparagraph shall be in addition to any other obligations on the part of Employee under this Agreement, including but not limited to, his/her nondisclosure and nonsolicitation obligations. 6. NONSOLICITATION/NONINTERFERENCE. Employee further agrees that he/she will not at any time during the Noncompetition Period, without the prior written consent of the Company, directly or indirectly solicit or induce, attempt to solicit or induce, or aid or assist in the solicitation or inducement of any employee, agent, other representative or associate of the Company, vendor, and/or supplier to terminate his, her, or its relationship with the Company. 7. ACKNOWLEDGMENT. Employee specifically acknowledges that the covenants set forth in paragraphs four (4), five (5), and six (6) hereof are reasonable and necessary in view of the nature of the relationship between Employee and the Company and Employee's access to the Company's Confidential Information in regard to his/her employment with the Company. Employee warrants and represents that, in the event that the restrictions set forth in these paragraphs become operative, he/she will be able to engage in other activities for the purpose of earning a livelihood. Employee acknowledges that any breach of any of these paragraphs will cause the Company immediate irreparable harm and hereby consents to injunctive relief for any actual or threatened breach. Should the Company succeed in any regard in enforcing any of the restrictive covenants set forth, the Employee agrees to pay all expenses and costs, including reasonable attorneys' fees, incurred by the Company in any enforcement proceeding. Employee acknowledges that the covenants of paragraphs four (4), five (5), and six (6) hereof are of the essence of this Agreement. They shall be construed as independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of these covenants. 8. PREEMPTION IN THE EVENT OF CHANGE IN CONTROL. The parties acknowledge that, concurrent with the execution of this Agreement, they are entering into a Change of Control Agreement dated February 25, 2000. In the event of a "Change of Control", and for the duration of the "Change of Control Period", as those terms are defined in the Change of Control Agreement, the parties agree as follows: (a) It is the intent of the parties that severance provisions under this Agreement are superceded by those contained in the Change of Control Agreement. Accordingly, the Employee acknowledges that he/she shall have no right or entitlement to severance payments under Paragraph 3 of this Agreement, in the event of a Change of Control. The exclusive financial obligations of the Company during the Change of Control Period shall be 3 Non-Competition Agreement [LOGO PIONEER STANDARD] - -------------------------------------------------------------------------------- those set forth in Section 3 of the Change of Control Agreement. (b) In the event that Employee's employment terminates for any reason during the Change in Control Period, then Paragraph 5 of this Agreement (Noncompetition) shall be of no force or effect, and neither the Employee nor the Company shall have any obligation thereunder. (c) Except as expressly provided by this Paragraph 8, all other provisions of this Agreement shall remain binding on the parties during any Change in Control Period, and shall otherwise be unaffected by a Change in Control. (d) Upon expiration or termination of any Change in Control Period, Paragraphs 3 and 5 of this Agreement shall be restored in full, and shall be fully binding upon the parties. 9. REFORMATION OF AGREEMENT; SEVERABILITY. In the event that any of the paragraph(s) and/or provision(s) of this Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable as expressly written, such court shall reform such paragraph(s) and/or provision(s) to the end that Employee shall be subject to reasonable obligation(s) under the circumstances enforceable by the Company. Should Employee be found to have been in breach of his/her noncompete and/or nonsolicitation/ noninterference obligations, the Court shall extend or revise the applicable restraint(s) so as to afford the Company the full period of restraint(s) contemplated by this Agreement. In the event that any paragraph(s) or provision(s) of this Agreement is found to be void or unenforceable to any extent for any reason, it is the agreed-upon intent of the parties hereto that all remaining paragraphs and provisions of this Agreement shall remain in full force and effect to the maximum extent permitted and that this Agreement shall be enforceable as if such void or unenforceable paragraph(s) and/or provision(s) had never been a part hereof. 10. DISCLOSURE OF THIS AGREEMENT. Employee shall deliver a copy of this Agreement to each person, business, or entity with whom he/she seeks employment, partnership, or other business association at any time within two (2) years of separation from employment with the Company. 11. ENTIRE AGREEMENT. This Agreement supersedes and replaces any existing agreement or understanding between Employee and the Company relating to the subject matters addressed herein. Employee and the Company recognize and agree that this is the entire agreement between them concerning the topics expressly addressed herein. Any modification of this Agreement must be in writing signed by both parties. 12. ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be binding as to, the Company, its affiliated and/or related businesses, as well as to their successors and assigns. 13. GOVERNING LAW. This Agreement shall become effective as of the date set forth below and shall be governed by, and contained in accordance with, the internal, substantive laws of the State of Ohio. Employee agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Employee based on or arising out of this Agreement and Employee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Employee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. 4 Non-Competition Agreement [LOGO PIONEER STANDARD] - -------------------------------------------------------------------------------- IN WITNESS WHEREOF, Employee, having read and fully understood each of the foregoing provisions, and the Company have executed this Agreement as of this 25th day of February, 2000. EMPLOYEE: Robert Bailey ACCEPTED BY PIONEER-STANDARD ------------------------ ELECTRONICS, INC. (Print Name) /s/ Robert J. Bailey 3/8/00 By: /s/ Arthur Rhein - --------------------------------- -------------------------------- (Signature) Name Title: -------------------------------- *Copy to be retained by Employee* EX-10.X 4 l89012aex10-x.txt EX-10(X) CHANGE OF CONTROL AGRMT W/ROBERT BAILEY 1 Exhibit 10(x) [LOGO PIONEER STANDARD] CHANGE OF CONTROL AGREEMENT --------------------------- THIS CHANGE OF CONTROL AGREEMENT by and between Pioneer-Standard Electronics, Inc., an Ohio corporation (the "Company"), and Robert J. Bailey (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. Prepared February 25, 2000 2 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. Prepared February 25, 2000 3 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. 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 compensation plan(s) of the Company in effect at such time; or (ii) 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 preceding the date of termination under any and all incentive compensation plan(s) of the Company in effect at such time; and (c) 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 monthly amount paid or payable to Employee by the Company as an auto allowance as in effect immediately preceding the Effective Date; and (d) a cash payment equal to the amount of excise taxes (i.e., the "excise tax gross-up payment") which the Employee would be required to pay pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), as a result of any payments made by or on behalf of the Company or any successor thereto resulting in an "excess parachute payment" within the meaning of Section 280G(b) of the Code. In addition to the foregoing, the cash payment due to the Employee under this section 3.1(d) shall be increased by the aggregate of the amount of federal, state and local income and excise taxes for which the Employee will be liable on account of the cash payment to be made under this section 3.1(d), such that the Employee will receive the excise tax gross-up payment net of all income and excise taxes imposed on the Employee on account of the receipt of the excise tax gross-up payment. The computation of this payment shall be determined, at the expense of the Company, by an independent accounting, actuarial or consulting firm selected by the Company. Payment of the cash amount set forth Prepared February 25, 2000 4 above shall be made at such time as the Company shall determine, in its sole discretion, but in no event later than the date five (5) business days before the due date, without regard to any extension, for filing the Employee's federal income tax return for the calendar year which includes the date as of which the aforementioned "excess parachute payments" are determined. Notwithstanding the foregoing, there shall be no duplication of payments by the Company under this section 3.1(d) in respect of excise taxes under Section 4999 of the Code to the extent the Company is making cash payments in respect of such excise taxes for any other arrangement with the Employee. In the event that the Employee is ultimately assessed with excise taxes under Section 4999 of the Code as a result of payments made by the Company or any successor thereto which exceed the amount of excise taxes used in computing the Employee's payment under this section 3.1(d), the Company or its successor shall indemnify the Employee for such additional excise taxes plus any additional taxes, income taxes, interest and penalties resulting from the additional excise taxes and the indemnity hereunder; and (e) for the twenty-four (24) month period following the date of termination (the "Benefits Continuation Period"), the Company shall continue to provide health insurance and retirement benefits to the Employee and/or the Employee's family at least equal to those which would have been provided to them if the Employee's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its Subsidiaries during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families, and for purposes of eligibility for retirement benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until the end of the Benefits Continuation Period and to have retired on the last day of such period. Notwithstanding the foregoing, the Employee shall have no right to participate in any incentive compensation plan of the Company subsequent to the date of termination; and (f) if it would be illegal to provide the benefits under such plans, practices, programs or policies referred to in Section 3.1(d) above due to, among other things, nondiscrimination rules or tax qualification rules applicable to such plans, practices, programs or policies, then the Company will be deemed to be in compliance with this Agreement if it provides such Employee with a comparable substitute therefor, provided the Employee and the Employee's dependents are placed thereby in the same or a better economic position than if the Company provided such benefits through its then existing plans, practices, programs or policies. 3.2 CAUSE. If the Employee's employment shall be terminated for Cause, this Agreement shall terminate without further obligations of the Company to the Employee hereunder. 3.3 DEATH. If the Employee's employment is terminated by reason of the Employee's death, this Agreement shall terminate without further obligations of the Company to the Employee other than those obligations accrued or earned and vested (if applicable) by the Employee as of the date of death. Section 4. DISPUTES. It is the intent of the parties hereto that the following dispute resolution procedure shall apply hereunder: (a) No payments or benefits need be paid hereunder except upon the Notice of Termination provided for in Section 2.4 hereof or, if the Company does not give such a Notice, upon a written application of the Employee or other person claiming thereunder to the person specified in Section 8(d) hereof, provided such claim may be made in general terms only specifying the basis for the claim, and that it is made under this Agreement, without enumerating each benefit claimed. (b) The Company must accept or reject the claim within thirty (30) days. Prepared February 25, 2000 5 (c) If the Company rejects the claim, it must do so in writing specifying the reasons therefor. (d) If the claimant disagrees with the Company's decision, or if the Company fails to respond within such thirty (30) day period, appeal shall be to a court of competent jurisdiction. Such appeal shall be on a fully de novo basis and the decision of the Company denying benefits shall not be entitled to any deference by such court. Section 5. EXCLUSIVITY OF RIGHTS. It is expressly understood and acknowledged by Employee that the Company's obligations under Section 3 of this Agreement shall be in lieu of any obligation on the part of the Company for payment of severance, salary, incentive compensation, auto allowance, health and retirement benefits (collectively, the "Severance Benefits") under any other Company plan, policy or agreement (including but not limited to, the Non-Competition Agreement between Company and Employee, and the Company's severance policy) in the event of termination of Employee's employment with the Company during the Change in Control Period. Accordingly, the Employee acknowledges that he/she shall not be entitled to Severance Benefits other than those set forth in Section 3, and understands that his/her exclusive entitlement to Severance Benefits during the Change in Control Period shall be as set forth in Section 3. Except as provided in the foregoing paragraph of Section 5 hereof, and subject thereto: (1) Nothing in this Agreement shall prevent or limit the Employee's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its Subsidiaries and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any stock option agreements with the Company or any of its Subsidiaries; (2) Amounts which are vested benefits under any plan, policy, practice or program of the Company or any of its Subsidiaries at or subsequent to the date of termination shall be payable in accordance with such plan, policy, practice or program; and (3) Employee shall be entitled to participate in any other plan, practice, program or policy of either the Company or any successor to the Company referred to in Section 7 hereof under which the Employee is entitled to participate by law or by reason of being vested under such plan, practice, program or policy. Section 6. FULL SETTLEMENT. Except as provided in this Section 6, the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Employee. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement, nor shall any amounts actually paid to the Employee by any person for services rendered prior or subsequent to the date of termination reduce the Company's payment obligations under Section 3.1 hereof. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Section 7. SUCCESSORS. (a) This Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee. This Agreement shall inure to the benefit of and be enforceable by the Employee's legal representatives. Prepared February 25, 2000 6 (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes this Agreement by operation of law, or otherwise. Section 8. MISCELLANEOUS. (a) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws. (b) CAPTIONS. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. (c) AMENDMENTS. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors or legal representatives. (d) NOTICES. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: Robert J. Bailey 13765 Equestrian Dr. Burton, OH 44021 If to the Company: Pioneer-Standard Electronics, Inc. 4800 East 131st Street Cleveland, OH 44105 Attention: Chief Executive Officer or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (e) SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (f) TAX WITHHOLDING. The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (g) NON-WAIVER. The Employee's failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof. Prepared February 25, 2000 7 (h) ENTIRE AGREEMENT. This Agreement contains the entire understanding of the Company and the Employee with respect to the subject matter hereof. (i) EMPLOYEE AN "AT WILL" EMPLOYEE. The Employee and the Company acknowledge that the employment of the Employee by the Company is "at will," and, prior to the Effective Date, may be terminated by either the Employee or the Company at any time with or without Cause without any obligation under or by virtue of this Agreement. Upon a termination of the Employee's employment prior to the Effective Date, there shall be no further rights under this Agreement. IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first above written. /s/ Robert J. Bailey 3/8/00 ---------------------------------- Employee Name PIONEER-STANDARD ELECTRONICS, INC. By: /s/ Arthur Rhein ------------------------------ Arthur Rhein President & COO Prepared February 25, 2000 EX-10.Y 5 l89012aex10-y.txt EX-10(Y) NON-COMP AGRMT WITH PETER J. COLEMAN 1 Exhibit 10(y) Non-Competition Agreement [LOGO PIONEER STANDARD] - -------------------------------------------------------------------------------- NON-COMPETITION AGREEMENT - ------------------------- PIONEER STANDARD Name: Peter J. Coleman 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. 2 Non-Competition Agreement [LOGO PIONEER STANDARD] - -------------------------------------------------------------------------------- Upon Employee's separation from employment with the Company, Employee agrees to return and deliver to the Company all notes, notebooks, drawings, blueprints, 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 offices, sales agents, or otherwise conducts business, be employed by, own, manage, operate or control, or participate, directly or indirectly, in the ownership, management, operation, or control of, or be connected with (whether as a director, officer, employee, partner, consultant, or otherwise), any business which competes with the Company in the distribution of electronic parts, components or systems (the "Noncompetition Obligation"). (b) TERMINATION WITHOUT CAUSE. In the event that Employee's employment is terminated without cause, the Company shall have the option to pay to Employee his regular base and target incentive salary consistent with regular payroll practices (the "Noncompetition Payments") for all or any part of the Noncompetition Period. If the Company elects to make Noncompetition Payments to Employee, then Employee will be bound by the Noncompetition Obligation set forth in Subparagraph A, above, for the duration of Noncompetition Payments. All decision as to: (1) whether to make Noncompetition Payments to Employee; and (2) the duration of the Noncompetition Payments, shall be within the sole discretion of the Company, and will be communicated to Employee at the time of termination. It is acknowledged and understood that any Noncompetition Payments made hereunder are in addition to, and independent of, any Severance Payments under Paragraph 3, above and constitutes adequate consideration for the Noncompetition objectives set forth herein. It is further acknowledged and understood that any Noncompetition Obligation arising under this Subparagraph shall be in addition to any other obligations on the part of Employee under this Agreement, including but not limited to, his/her nondisclosure and nonsolicitation obligations. 6. NONSOLICITATION/NONINTERFERENCE. Employee further agrees that he/she will not at any time during the Noncompetition Period, without the prior written consent of the Company, directly or indirectly solicit or induce, attempt to solicit or induce, or aid or assist in the solicitation or inducement of any employee, agent, other representative or associate of the Company, vendor, and/or supplier to terminate his, her, or its relationship with the Company. 7. ACKNOWLEDGMENT. Employee specifically acknowledges that the covenants set forth in paragraphs four (4), five (5), and six (6) hereof are reasonable and necessary in view of the nature of the relationship between Employee and the Company and Employee's access to the Company's Confidential Information in regard to his/her employment with the Company. Employee warrants and represents that, in the event that the restrictions set forth in these paragraphs become operative, he/she will be able to engage in other activities for the purpose of earning a livelihood. Employee acknowledges that any breach of any of these paragraphs will cause the Company immediate irreparable harm and hereby consents to injunctive relief for any actual or threatened breach. Should the Company succeed in any regard in enforcing any of the restrictive covenants set forth, the Employee agrees to pay all expenses and costs, including reasonable attorneys' fees, incurred by the Company in any enforcement proceeding. Employee acknowledges that the covenants of paragraphs four (4), five (5), and six (6) hereof are of the essence of this Agreement. They shall be construed as independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of these covenants. 8. PREEMPTION IN THE EVENT OF CHANGE IN CONTROL. The parties acknowledge that, concurrent with the execution of this Agreement, they are entering into a Change of Control Agreement dated February 25, 2000. In the event of a "Change of Control", and for the duration of the "Change of Control Period", as those terms are defined in the Change of Control Agreement, the parties agree as follows: (a) It is the intent of the parties that severance provisions under this Agreement are superceded by those contained in the Change of Control Agreement. Accordingly, the Employee acknowledges that he/she shall have no right or entitlement to severance payments under Paragraph 3 of this Agreement, in the event of a Change of Control. The exclusive financial obligations of the Company during the Change of Control Period shall be 3 Non-Competition Agreement [LOGO PIONEER STANDARD] - -------------------------------------------------------------------------------- those set forth in Section 3 of the Change of Control Agreement. (b) In the event that Employee's employment terminates for any reason during the Change in Control Period, then Paragraph 5 of this Agreement (Noncompetition) shall be of no force or effect, and neither the Employee nor the Company shall have any obligation thereunder. (c) Except as expressly provided by this Paragraph 8, all other provisions of this Agreement shall remain binding on the parties during any Change in Control Period, and shall otherwise be unaffected by a Change in Control. (d) Upon expiration or termination of any Change in Control Period, Paragraphs 3 and 5 of this Agreement shall be restored in full, and shall be fully binding upon the parties. 9. REFORMATION OF AGREEMENT; SEVERABILITY. In the event that any of the paragraph(s) and/or provision(s) of this Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable as expressly written, such court shall reform such paragraph(s) and/or provision(s) to the end that Employee shall be subject to reasonable obligation(s) under the circumstances enforceable by the Company. Should Employee be found to have been in breach of his/her noncompete and/or nonsolicitation/noninterference obligations, the Court shall extend or revise the applicable restraint(s) so as to afford the Company the full period of restraint(s) contemplated by this Agreement. In the event that any paragraph(s) or provision(s) of this Agreement is found to be void or unenforceable to any extent for any reason, it is the agreed-upon intent of the parties hereto that all remaining paragraphs and provisions of this Agreement shall remain in full force and effect to the maximum extent permitted and that this Agreement shall be enforceable as if such void or unenforceable paragraph(s) and/or provision(s) had never been a part hereof. 10. DISCLOSURE OF THIS AGREEMENT. Employee shall deliver a copy of this Agreement to each person, business, or entity with whom he/she seeks employment, partnership, or other business association at any time within two (2) years of separation from employment with the Company. 11. ENTIRE AGREEMENT. This Agreement supersedes and replaces any existing agreement or understanding between Employee and the Company relating to the subject matters addressed herein. Employee and the Company recognize and agree that this is the entire agreement between them concerning the topics expressly addressed herein. Any modification of this Agreement must be in writing signed by both parties. 12. ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be binding as to, the Company, its affiliated and/or related businesses, as well as to their successors and assigns. 13. GOVERNING LAW. This Agreement shall become effective as of the date set forth below and shall be governed by, and contained in accordance with, the internal, substantive laws of the State of Ohio. Employee agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Employee based on or arising out of this Agreement and Employee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Employee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. 4 Non-Competition Agreement [LOGO PIONEER STANDARD] - -------------------------------------------------------------------------------- IN WITNESS WHEREOF, Employee, having read and fully understood each of the foregoing provisions, and the Company have executed this Agreement as of this 25th day of February, 2000. EMPLOYEE: Peter James Coleman ACCEPTED BY PIONEER-STANDARD ---------------------------- ELECTRONICS, INC. (Print Name) /s/ Peter J. Coleman By: /s/ Arthur Rhein - -------------------------------------- ------------------------------- (Signature) Name Title: ------------------------------- *Copy to be retained by Employee* EX-10.Z 6 l89012aex10-z.txt EX-10(Z) CHANGE OF CONTROL AGRMT W/PETER J COLEMAN 1 Exhibit 10(z) [LOGO PIONEER STANDARD] CHANGE OF CONTROL AGREEMENT --------------------------- THIS CHANGE OF CONTROL AGREEMENT by and between Pioneer-Standard Electronics, Inc., an Ohio corporation (the "Company"), and Peter J. Coleman (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. Prepared February 25, 2000 2 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. Prepared February 25, 2000 3 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. 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 compensation plan(s) of the Company in effect at such time; or (ii) 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 preceding the date of termination under any and all incentive compensation plan(s) of the Company in effect at such time; and (c) 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 monthly amount paid or payable to Employee by the Company as an auto allowance as in effect immediately preceding the Effective Date; and (d) a cash payment equal to the amount of excise taxes (i.e., the "excise tax gross-up payment") which the Employee would be required to pay pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), as a result of any payments made by or on behalf of the Company or any successor thereto resulting in an "excess parachute payment" within the meaning of Section 280G(b) of the Code. In addition to the foregoing, the cash payment due to the Employee under this section 3.1(d) shall be increased by the aggregate of the amount of federal, state and local income and excise taxes for which the Employee will be liable on account of the cash payment to be made under this section 3.1(d), such that the Employee will receive the excise tax gross-up payment net of all income and excise taxes imposed on the Employee on account of the receipt of the excise tax gross-up payment. The computation of this payment shall be determined, at the expense of the Company, by an independent accounting, actuarial or consulting firm selected by the Company. Payment of the cash amount set forth Prepared February 25, 2000 4 above shall be made at such time as the Company shall determine, in its sole discretion, but in no event later than the date five (5) business days before the due date, without regard to any extension, for filing the Employee's federal income tax return for the calendar year which includes the date as of which the aforementioned "excess parachute payments" are determined. Notwithstanding the foregoing, there shall be no duplication of payments by the Company under this section 3.1(d) in respect of excise taxes under Section 4999 of the Code to the extent the Company is making cash payments in respect of such excise taxes for any other arrangement with the Employee. In the event that the Employee is ultimately assessed with excise taxes under Section 4999 of the Code as a result of payments made by the Company or any successor thereto which exceed the amount of excise taxes used in computing the Employee's payment under this section 3.1(d), the Company or its successor shall indemnify the Employee for such additional excise taxes plus any additional taxes, income taxes, interest and penalties resulting from the additional excise taxes and the indemnity hereunder; and (e) for the twenty-four (24) month period following the date of termination (the "Benefits Continuation Period"), the Company shall continue to provide health insurance and retirement benefits to the Employee and/or the Employee's family at least equal to those which would have been provided to them if the Employee's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its Subsidiaries during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families, and for purposes of eligibility for retirement benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until the end of the Benefits Continuation Period and to have retired on the last day of such period. Notwithstanding the foregoing, the Employee shall have no right to participate in any incentive compensation plan of the Company subsequent to the date of termination; and (f) if it would be illegal to provide the benefits under such plans, practices, programs or policies referred to in Section 3.1(d) above due to, among other things, nondiscrimination rules or tax qualification rules applicable to such plans, practices, programs or policies, then the Company will be deemed to be in compliance with this Agreement if it provides such Employee with a comparable substitute therefor, provided the Employee and the Employee's dependents are placed thereby in the same or a better economic position than if the Company provided such benefits through its then existing plans, practices, programs or policies. 3.2 CAUSE. If the Employee's employment shall be terminated for Cause, this Agreement shall terminate without further obligations of the Company to the Employee hereunder. 3.3 DEATH. If the Employee's employment is terminated by reason of the Employee's death, this Agreement shall terminate without further obligations of the Company to the Employee other than those obligations accrued or earned and vested (if applicable) by the Employee as of the date of death. Section 4. DISPUTES. It is the intent of the parties hereto that the following dispute resolution procedure shall apply hereunder: (a) No payments or benefits need be paid hereunder except upon the Notice of Termination provided for in Section 2.4 hereof or, if the Company does not give such a Notice, upon a written application of the Employee or other person claiming thereunder to the person specified in Section 8(d) hereof, provided such claim may be made in general terms only specifying the basis for the claim, and that it is made under this Agreement, without enumerating each benefit claimed. (b) The Company must accept or reject the claim within thirty (30) days. Prepared February 25, 2000 5 (c) If the Company rejects the claim, it must do so in writing specifying the reasons therefor. (d) If the claimant disagrees with the Company's decision, or if the Company fails to respond within such thirty (30) day period, appeal shall be to a court of competent jurisdiction. Such appeal shall be on a fully de novo basis and the decision of the Company denying benefits shall not be entitled to any deference by such court. Section 5. EXCLUSIVITY OF RIGHTS. It is expressly understood and acknowledged by Employee that the Company's obligations under Section 3 of this Agreement shall be in lieu of any obligation on the part of the Company for payment of severance, salary, incentive compensation, auto allowance, health and retirement benefits (collectively, the "Severance Benefits") under any other Company plan, policy or agreement (including but not limited to, the Non-Competition Agreement between Company and Employee, and the Company's severance policy) in the event of termination of Employee's employment with the Company during the Change in Control Period. Accordingly, the Employee acknowledges that he/she shall not be entitled to Severance Benefits other than those set forth in Section 3, and understands that his/her exclusive entitlement to Severance Benefits during the Change in Control Period shall be as set forth in Section 3. Except as provided in the foregoing paragraph of Section 5 hereof, and subject thereto: (1) Nothing in this Agreement shall prevent or limit the Employee's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its Subsidiaries and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any stock option agreements with the Company or any of its Subsidiaries; (2) Amounts which are vested benefits under any plan, policy, practice or program of the Company or any of its Subsidiaries at or subsequent to the date of termination shall be payable in accordance with such plan, policy, practice or program; and (3) Employee shall be entitled to participate in any other plan, practice, program or policy of either the Company or any successor to the Company referred to in Section 7 hereof under which the Employee is entitled to participate by law or by reason of being vested under such plan, practice, program or policy. Section 6. FULL SETTLEMENT. Except as provided in this Section 6, the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Employee. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement, nor shall any amounts actually paid to the Employee by any person for services rendered prior or subsequent to the date of termination reduce the Company's payment obligations under Section 3.1 hereof. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Section 7. SUCCESSORS. (a) This Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee. This Agreement shall inure to the benefit of and be enforceable by the Employee's legal representatives. Prepared February 25, 2000 6 (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes this Agreement by operation of law, or otherwise. Section 8. MISCELLANEOUS. (a) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws. (b) CAPTIONS. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. (c) AMENDMENTS. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors or legal representatives. (d) NOTICES. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: Peter J. Coleman 10605 Boswell Lane Potomac, MD 20854 If to the Company: Pioneer-Standard Electronics, Inc. 4800 East 131st Street Cleveland, OH 44105 Attention: Chief Executive Officer or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (e) SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (f) TAX WITHHOLDING. The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (g) NON-WAIVER. The Employee's failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof. Prepared February 25, 2000 7 (h) ENTIRE AGREEMENT. This Agreement contains the entire understanding of the Company and the Employee with respect to the subject matter hereof. (i) EMPLOYEE AN "AT WILL" EMPLOYEE. The Employee and the Company acknowledge that the employment of the Employee by the Company is "at will," and, prior to the Effective Date, may be terminated by either the Employee or the Company at any time with or without Cause without any obligation under or by virtue of this Agreement. Upon a termination of the Employee's employment prior to the Effective Date, there shall be no further rights under this Agreement. IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first above written. /s/ Peter J. Coleman 3/8/00 ---------------------------------------- Employee Name PIONEER-STANDARD ELECTRONICS, INC. By: /s/ Arthur Rhein ------------------------------------ Arthur Rhein President & COO Prepared February 25, 2000 EX-13 7 l89012aex13.htm EX-13 ANNUAL REPORT

Exhibit 13

PIONEER-STANDARD ELECTRONICS, INC.

DIFFERENT

• INNOVATIVE

• CREATIVE

• COLLABORATIVE

2001 ANNUAL REPORT

ABOUT THE COMPANY

Pioneer-Standard Electronics, Inc. is a broad-line distributor of electronic components and computer products for leading manufacturers. The Company has a well-established reputation for working collaboratively with suppliers and customers to create unique solutions that meet the rapidly changing needs of the markets served.

      Pioneer-Standard’s $2.9 billion in revenues were generated by two divisions. The Industrial Electronics Division provides one of the industry’s most comprehensive offerings of electronic components sold primarily to original equipment manufacturers and contract manufacturers. The Computer Systems Division is one of the largest distributors of mid-range computer products, computer system solutions and services for Compaq, IBM, Intel and Oracle as well as other highly respected manufacturers.

      Pioneer-Standard strives to be the preferred strategic link between suppliers and customers. The Company operates warehouse, distribution and value added centers throughout North America.

      Pioneer-Standard has achieved global presence through strategic investments in three companies serving Europe and Asia. The three companies are World Peace Industrial Co. Ltd., Taiwan; Eurodis Electron PLC, United Kingdom; and Magirus AG, Germany.

      Pioneer-Standard is closely aligned with growing high-technology markets. It is among the best at creating and generating demand for its suppliers and helping customers incorporate new technology into their businesses. The success of its balanced business approach and differentiation strategy is reflected in Pioneer-Standard’s 23 percent compound annual growth rate over the last 10 years.

For more information, visit the Company’s Web site at:

www.pioneerstandard.com

Financial Highlights	1
To Our Fellow Shareholders	2
We Are Different	4
Overview	7
Industrial Electronics Division	8
Computer Systems Division	12
Financial Review of Fiscal 2001	16
Corporate Directory	36
Shareholder Information	37

FINANCIAL HIGHLIGHTS

Fiscal Years Ended March 31
(In Thousands, Except Per Share Data)		2001		2000		1999
Net sales		$	2,901,353	$	2,560,711	$	2,267,615
Operating income			100,182		100,396		84,627
Income before income taxes			67,084		77,225		60,668
Income taxes			26,124		31,210		24,018
Net income		$	34,576	$	40,145	$	30,809
Per share data
	Basic	$	1.29	$	1.52	$	1.17
	Diluted		1.11		1.27		1.03
	Dividends		.12		.12		.12
	Book value	$	13.18	$	12.20	$	10.30
Weighted average shares outstanding
	Basic		26,793		26,409		26,351
	Diluted		36,616		36,178		35,711

Note: During the fourth quarter of fiscal 2001, the Company recorded a non-cash writedown of $14.2 million against certain components of its information technology system assets. The charge after tax was $8.7 million or $0.24 per diluted share. A $0.5 million after-tax extraordinary charge, or $0.01 per diluted share, was recorded in the second quarter of fiscal 2001 for the early extinguishment of debt.

[BAR GRAPH]

	Net Sales
	(Billions of Dollars)
97		1.5
98		1.7
99		2.3
00		2.6
01		2.9

[BAR GRAPH]

	Net Income
	(Millions of Dollars)
			excluding writedown and extraordinary charge
97		23.3
98		30.5
99		30.8
00		40.1
01		34.6		43.7

[BAR GRAPH]

	Diluted Earnings
	Per Share
	(Dollars)
			excluding writedown and extraordinary charge
97		1.00
98		1.14
99		1.03
00		1.27
01		1.11		1.36

TO OUR FELLOW SHAREHOLDERS

Fiscal 2001 was another year of continued growth for Pioneer-Standard Electronics, Inc. Consolidated sales in-creased 13 percent to a record $2.9 billion. Sales grew for both of our operating divisions. Net sales for the Industrial Electronics Division increased 10 percent to $1.5 billion. Net sales for the Computer Systems Division increased 17 percent to $1.4 billion.

      Sales for the Computer Systems Division were strong throughout the year. While the year began with record sales growth in the Industrial Electronics Division, it ended with an industrywide slowdown in the electronic components markets that affected our results in the second half of the year. Overall, Pioneer-Standard is benefiting from a balanced business approach, which makes us less vulnerable to the fluctuations and cyclical trends of the markets we serve.

      Net income grew 9 percent to $43.7 million, excluding charges for the early extinguishment of debt and the fourth-quarter writedown of certain information technology system assets. Diluted earnings per share for fiscal 2001, excluding the charges, increased to $1.36 from $1.27 reported last year. Including the charges, we reported net income of $34.6 million or $1.11 diluted earnings per share.

      We are enjoying the significant advantages of being aligned with leading manufacturers in growing markets. Electronic components and computer systems are increasingly pervasive and we are well positioned to capitalize on the long-term opportunities for growth.

Global Initiatives

      To better serve our global customers, Pioneer-Standard purchased an equity interest in Magirus AG, a leading computer systems distributor in Europe. This strategic alliance expands our leadership position as a solutions provider of mid-range computer systems for key suppliers and customers in the global marketplace.

eBusiness Initiatives

      Our award-winning eBusiness tools make Pioneer-Standard faster, smarter and better at expanding our suppliers’ reach in the marketplace and providing customers with online tools that improve their efficiency and effectiveness.

      For the second consecutive year, we were recognized by eWeek as the top electronics distributor demonstrating innovative and cutting-edge eBusiness applications. We ranked 11th among eWeek’s Fast Track 500 companies. In addition, the Cleveland Area Knowledge Industry, sponsored by the Northeast Ohio Software Association, selected Pioneer-Standard as the Knowledge Industry Company of the Year in 2000.

      More importantly, customer acceptance and utilization of our eBusiness tools and services have exceeded our expectations. We are proud of the popularity that Mypioneer.com has achieved. We will capitalize on our success by continuing to look for innovative online tools that will improve the efficiency of supply chain management and technology distribution.

      During the past year, we invested in small, start-up software companies that offer robust tool sets with the potential to dramatically improve supply chain management in the electronic components industry. Our goal is to integrate solutions throughout the supply chain by utilizing strategic investments in software expertise. By combining our supply chain management expertise with the intellectual capital of select software developers, we believe we are creating effective solutions for the entire industry. These solutions include assisting design engineers with component discovery, product life-cycle management and optimizing inventory as well as total acquisition cost.

      We made a strategic equity investment in Supplystream, Inc. during the year. Supplystream is the innovator of a suite of Internet-enabled decision support tools that optimize channel, inventory and procurement processes through improved asset management. The robust suite of tools identify measurable costs of ownership and supply, using activity-based costing methodologies and precise optimal asset

utilization calculations. The decision support tools and consulting services developed by Supplystream serve the needs of suppliers, distributors and manufacturers.

      Aprisa, Inc. is another software company that has our enthusiastic support and full endorsement as well as financial investment. Aprisa provides Web-based engineering services to speed product to market by enabling a fast and thorough design discovery process. Its rules-based search engine and discovery environment allow electronics engineers to conceptualize designs and select mission-critical technology.

      Supplystream and Aprisa have the potential to dramatically strengthen the strategic link between suppliers and customers. We believe that creating innovative end-to-end solutions will lead to better-informed decisions, faster time to market and more collaborative supply chain management.

Board of Directors

      Robert Lauer and Robert G. McCreary, III have been nominated for shareholder election to join our Board of Directors for terms of three years each. Mr. Lauer held a number of managing partner, operational and service-line leadership positions with Accenture, formerly known as Andersen Consulting, before retiring in August 2000. Mr. McCreary is a founder and principal of CapitalWorks, LLC, and has more than 25 years of merger and acquisition experience. He held a number of managing partner positions in law and investment banking prior to becoming Chairman of CapitalWorks.

      Mr. Lauer and Mr. McCreary will replace Victor Gelb and Edwin Z. Singer, who are not standing for re-election this year. Mr. Gelb and Mr. Singer have made significant contributions toward the growth of Pioneer-Standard over the last three decades that are greatly appreciated.

Outlook

      The long-term fundamentals of our industry are strong. We have a well-established reputation for working collaboratively with our suppliers and customers to create unique solutions that satisfy their individual needs. We will continue to create and generate demand for our suppliers and help customers incorporate new technologies into their businesses.

      We are pleased with our performance for the year. However, we are taking a conservative view of fiscal 2002 due to the slowdown in electronic components, the uncertainty of the U.S. economy and the threat of a slowdown in information technology spending. We anticipate a difficult sales environment and will operate accordingly. For the longer term, we are confident that the electronic components markets will recover and that our sales growth will return to normal levels.

      We are well prepared for what we believe will be a challenging year. Our very experienced employees are focused on driving sales and customer satisfaction with even greater efficiency. Our focus will continue to be on executing our differentiation strategy as a solutions provider to our suppliers and customers.

[PHOTO James L. Bayman
and Arthur Rhein]

/s/ James L. Bayman

James L. Bayman
Chairman and Chief Executive Officer

/s/ Arthur Rhein

Arthur Rhein
President and Chief Operating Officer

4

WE ARE....

COLLABORATIVE

Pioneer-Standard has a well-established reputation for working collaboratively with suppliers and customers to create unique solutions that satisfy their individual needs.

[PHOTOS]

TECHNOLOGY-FOCUSED

Being the best at technology distribution involves creating and generating demand for suppliers and helping customers incorporate new technology into their businesses.

BALANCED

A balanced business approach between the Industrial Electronics Division and the Computer Systems Division enables Pioneer-Standard to be less vulnerable to market fluctuations because it is not dependent on just one business.

DIFFERENT

Pioneer-Standard Electronics, Inc. applies its supply chain management and logistics expertise to the complexities of the marketplace and wraps this knowledge around commitment and service. Innovation, creativity and collaboration differentiate Pioneer-Standard’s businesses and enhance its relationships with suppliers and customers.

5

WE ARE ...

[PHOTOS]

GROWING

Pioneer-Standard is closely aligned with growing high-technology markets such as computers, communications and industrial controls, as well as the electronic components segments of the automotive, medical and military markets.

e-ACTIVE

Award-winning eBusiness tools make Pioneer-Standard faster, smarter and better at expanding suppliers’ reach in the marketplace and providing customers with online tools and technologies.

STRATEGICALLY LINKED

Through its seamless execution of value added services, Pioneer-Standard strives to be the preferred strategic link between suppliers and customers.

6

SALES BREAKDOWN BY PRODUCT CATEGORY

[PIE GRAPH]

Industrial Electronics
Division

70% Semiconductor

30% Interconnect, Passive and Electromechanical

[PIE GRAPH]

Computer Systems
Division

70% Mid-Range Servers

20% Storage

10% Software

COMPOUND ANNUAL SALES GROWTH BY DIVISION

(BILLIONS OF DOLLARS)

[BAR GRAPH]

Industrial Electronics
Division
Fiscal Year	CAGR 13%
98		1.0
99		1.1
00		1.3
01		1.5

[BAR GRAPH]

Computer Systems
Division
Fiscal Year	CAGR 28%
98		0.7
99		1.1
00		1.2
01		1.4

BALANCED BUSINESS QUARTERLY SALES

(MILLIONS OF DOLLARS)

[LINE GRAPH]

Computer Systems Division

Industrial Electronics Division

Net sales for Pioneer-Standard Electronics, Inc. are evenly balanced between the Industrial Electronics Division and the Computer Systems Division. Both businesses have contributed significantly to Pioneer-Standard’s consistent sales growth.

7

PIONEER-STANDARD
ELECTRONICS, INC.

DIFFERENT

Building on its core competency of technology distribution, Pioneer-Standard is a solutions provider to suppliers and customers. The combination of its intellectual capital and willingness to be flexible and adaptive to customer needs makes Pioneer-Standard extraordinarily more than a fulfillment business and strategically different from many other distributors. Distribution is increasingly about knowledge management and excellence in collaborating with all parts of the supply chain.

The people at Pioneer-Standard are empowered to make decisions closer to the customer and they are equipped with the technology necessary to make the right decisions faster. Pioneer-Standard is a relatively flat organization without a lot of bureaucracy, which allows the operating divisions to be more responsive to customers’ needs. The Company uses customer satisfaction ratings to motivate and reward people in the belief that execution means doing it right, each and every time.

Commitment and service set Pioneer-Standard apart and strengthen its differentiation as the most innovative, creative and collaborative distributor in the electronic components and computer systems industries.

INNOVATIVE

Pioneer-Standard excels in developing innovative solutions tailored to meet specific customer needs. The Company continues to look for innovations in eBusiness and supply chain management tools to improve the efficiency of design, purchasing, planning and logistics processes. As a provider of original and effective solutions like these, Pioneer-Standard is able to build solid, long-term relationships with suppliers and customers.

CREATIVE

When a customer has a need, Pioneer-Standard provides the answer. Using a creative approach to problem solving, Pioneer-Standard applies its extensive supply chain management expertise to develop new procedures, streamline processes and exceed expectations.

COLLABORATIVE

In its role as strategic link between customers and suppliers, Pioneer-Standard works closely with all parties involved to produce mutually beneficial results. Effective collaboration enables quicker implementation of solutions and paves the way for products to get to market faster.

The following pages describe real-life examples of how Pioneer-Standard’s Industrial Electronics Division and Computer Systems Division have wrapped intellectual capital around commitment and service to be the strategic link between suppliers and customers.

8

INDUSTRIAL
ELECTRONICS
DIVISION

INNOVATIVE

When a major contract manufacturer serving the medical industry had an inventory management problem, other distributors presented off-the-shelf packages that didn’t quite fit. Pioneer-Standard knew people, not packages, were the solution. We developed an innovative system that streamlined the contract manufacturer’s inventory management. By combining our core competency of technology distribution with information technology, Pioneer-Standard resolved the problem, won the business and built a solid, successful customer relationship. That kind of outside-the-box thinking is standard issue at Pioneer-Standard.

DIFFERENT — INDUSTRIAL ELECTRONICS DIVISION

[PHOTO]

9

[PHOTO]

CREATIVE

Who do you call when your inventory control system is out of control? Pioneer-Standard, of course. A global industrial controls company serving the manufacturing industry had implemented a third-party ERP system that was causing redundancies and order entry problems, resulting in too much product on the shelves. Pioneer-Standard worked closely with the customer to create a new logistics support process that would work more effectively with the entire system and the people involved. They bought it — and bought themselves on-time delivery with zero defects since the system was implemented more than four years ago.

DIFFERENT — INDUSTRIAL ELECTRONICS DIVISION

10

[PHOTO]

COLLABORATIVE

One of the world’s leading communications companies needed to get its new products to market faster and more efficiently. We created a three-way collaboration among Pioneer-Standard, the global communications company and its contract manufacturer. The collaboration resulted in wins for all parties involved. The communications giant strengthened its first-to-market competitive advantages by accelerating its new product introductions. The contract manufacturer improved its effectiveness and efficiency. Pioneer-Standard won the account as the distributor that made the collaboration possible.

DIFFERENT — INDUSTRIAL ELECTRONICS DIVISION

11

INDUSTRIAL
ELECTRONICS
DIVISION

WE ARE DIFFERENT.

The Industrial Electronics Division is a broad-line distributor of semiconductors; interconnect, passive and electromechanical (IPE) components; power supplies; and embedded computer products. Its primary customers are original equipment manufacturers and contract manufacturers. These customers serve high-growth computer, communications and Internet/connectivity markets, as well as industrial controls and the electronic components segments of the automotive, medical and military markets. The division serves approximately 56,000 customer locations.

      In fiscal 2001, Pioneer-Standard added two new suppliers to its list of more than 100 suppliers. Pioneer-Standard signed an agreement with Philips Semiconductors, Inc., an affiliate of Royal Philips Electronics North America Corporation, to be its North American distributor for a full range of integrated circuits and advanced silicon systems platforms to meet the needs of customers integrating voice, data and video functionality.

      In addition, 3Y Power Technology, Inc., named Pioneer-Standard the exclusive North American franchise distributor of 3Y’s extensive line of Intel-compliant ATX, SSI, WTX and redundant power supplies. These products are used in PC servers, Network Attached Storage, Storage Area Networks, two-way video conferencing, RAID systems, numeric control machinery and industrial computers.

      Pioneer-Standard has been consistently recognized by the electronics and technology industries for its eBusiness expertise and excellence in serving customers online. The Company is weaving highly flexible processes into its eBusiness programs, bringing significant benefits throughout the entire supply chain.

      More than 11,000 corporate and individual users have made Mypioneer.com, which was launched in May 2000, their choice for information and knowledge sharing in the electronic components industry. The Web-based information and eBusiness services provide customers comprehensive information about electronic components and technologies as well as a complete suite of eBusiness tools.

      During the past year, Pioneer-Standard was the first electronics distributor to implement RosettaNet Partner Interface Processes (PIP) involving a distributor, supplier and customer. The collaboration to deploy RosettaNet eBusiness strategies throughout the supply chain included a supplier, Bourns, Inc., and a customer, Carrier Corporation. This innovative collaboration increased the speed, accuracy and volume of data shared among the parties.

      In addition, Pioneer-Standard collaborated with National Semiconductor Corporation and Vishay Intertechnology, Inc., to create a seamless design and prototyping extranet, WEBENCH™. This innovative service allows users to design a power supply prototype within minutes, link to Mypioneer.com to fulfill their complete bill of materials and have the prototype kit delivered to their door overnight. It has reduced engineers’ part procurement time for prototyping from weeks to hours with an extremely high degree of reliability. By revolutionizing the design cycle for re-engineering power supplies, this innovation reduces the time to market in the development of new products.

Outlook

      The long-term fundamentals for the electronic components distribution industry are strong. The Industrial Electronics Division works collaboratively with suppliers and customers, creating unique solutions that satisfy their individual needs. As technology becomes increasingly pervasive throughout the world, Pioneer-Standard will continue to generate demand for suppliers and help customers incorporate new technologies into their businesses. What really makes the Industrial Electronics Division different is its responsiveness and focus on serving customers.

12

COMPUTER
SYSTEMS
DIVISION

INNOVATIVE

Our proven success with one of the largest financial information services corporations provided an opportunity to develop a comprehensive computer server solution that linked our customer with another global information leader. Pioneer-Standard won not only the server contract, but also the customer’s storage, integration and service business. Our teamwork and total solutions approach provided a far-reaching strategy for our existing customer and gained us a substantial new account.

DIFFERENT — COMPUTER SYSTEMS DIVISION

[PHOTO]

13

[PHOTO]

CREATIVE

Sometimes who you know is as important as what you know — which is how Pioneer-Standard helped a start-up technology company get its new product for managing secure Internet transactions to market faster. We leveraged our relationship with a global hardware supplier to solve our customer’s incompatibility problems. Today, we help build the customer’s product and ship it to financial institutions and e-commerce providers, proving we are the supply chain’s strategic link.

DIFFERENT — COMPUTER SYSTEMS DIVISION

14

[PHOTO]

COLLABORATIVE

No one can be an expert at everything. By partnering with Pioneer-Standard, our resellers don’t have to be. A reseller was working with one of our suppliers to implement a comprehensive data management system for a global toy manufacturer. We provided servers, storage and integration; changed the configuration as needed; and delivered the system within 72 hours. Our flexibility and expertise helped the reseller win the customer — time and again — solidifying the value added power of Pioneer-Standard.

DIFFERENT — COMPUTER SYSTEMS DIVISION

15

COMPUTER
SYSTEMS
DIVISION

WE ARE DIFFERENT.

The Computer Systems Division is a leading distributor and reseller of mid-range computer products for Compaq, IBM, Intel and Oracle as well as other highly respected manufacturers. As a distributor, operating under the trade name KeyLink Systems®, its primary customer base consists of 4,400 leading value added resellers that provide computer system solutions, storage network products and support services. As a reseller, the Computer Systems Division has served more than 1,000 enterprise customers as a solutions provider in deploying and implementing the latest in networking, storage and server technologies.

      Pioneer-Standard delivers the hardware, software and services required to solve customers’ complex business needs. Services include a focused pre-sales technical staff, comprehensive consulting and implementation support across the enterprise, complex high-availability configurations, storage management and storage area networks. Through its System Integration Value Added Center (SIVAC), Pioneer-Standard provides exceptional and efficient software and hardware configurations to deliver total solutions to value added resellers and enterprise customers.

      In fiscal 2001, Pioneer-Standard reached an agreement with IBM to establish a dedicated practice focused on marketing IBM e-business solutions to the ISP/ASP marketplace. As an IBM business partner, Pioneer-Standard offers IBM’s best-of-breed products such as Content Manager, WebSphere CommerceSuite, and the RS/6000, AS/400 and Netfinity servers to build an easy-to-order ISP/ASP solution that can be designed to customer specifications.

      The Computer Systems Division also enhanced its infrastructure to include new Enterprise Storage Sales Specialists throughout North America focused on Compaq’s enterprise StorageWorks and SANworks solutions. The specialists focus on helping customers craft solutions to meet the growing storage needs in today’s demanding business environment.

      KeyLink Systems, of the Computer Systems Division, reached a distribution agreement last year with Intel Corporation to provide value added resellers and enterprise customers additional cutting-edge e-commerce technology solutions. KeyLink Systems was chosen as the first distributor in North America to participate in Intel’s Hardware Systems Integrator Program.

      Pioneer-Standard formed a strategic alliance with Deutsche Financial Services to provide customized financing services to value added resellers in the United States. This has allowed KeyLink Systems to offer a greater variety of financing options to its value added reseller channel.

      The Computer Systems Division offers customized solutions that enable employees and clients to maximize productivity and profits. Its combination of Internet tools and one-to-one marketing is the most dynamic and flexible offering in the mid-range computer systems distribution channel. Customized tools enable customers to communicate, collaborate and stay current on technological changes in a real-time environment, creating the maximum return on information technology investments.

      The Web tool customization program was enhanced in fiscal 2001 to include Reseller Store Fronts and the Underground Informer. The Store Front technology gives a reseller real-time access to decision-making data for online quoting, configurations, purchasing, product availability and delivery schedules. The Underground Informer is a marketing database tool that provides customers access to the latest marketing materials, promotional data and technology updates.

      Outlook

      Pioneer-Standard attributes the success of its Computer Systems Division to the quality of its vendors and the division’s ability to continue to grow market share with these key vendors during fiscal 2001. Pioneer-Standard’s leadership position with key suppliers such as Compaq, IBM, Intel and Oracle provides opportunities for continued growth. Computer Systems will remain focused on expanding the reach of its suppliers and further penetrating its installed base of value added resellers and enterprise customers through differentiation and comprehensive services.

16

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Pioneer-Standard Electronics, Inc. and its subsidiaries (the “Company” or “Pioneer”) distribute a broad range of electronic components and mid-range computer systems products manufactured by others. These products are sold to original equipment manufacturers, contract manufacturers, value added resellers, research laboratories, government agencies and end-users, including manufacturing companies and service and other non-manufacturing organizations. The Company has operations in North America and Germany, and strategic partners in Europe and the Asia Pacific region. The Company has two distinct operating segments. The Computer Systems Division is a distributor and reseller of mid-range computer systems and high-end platforms, storage subsystems, software, servers and networking products. The Industrial Electronics Division is a broad-line distributor of semiconductors, interconnect, passive and electromechanical (“IPE”) components, power supplies and embedded computer products. Semiconductors are the building blocks of computer chips and include microprocessors, memory and programmable logic devices, and analog and digital integrated circuits. IPE products are devices that move or use an electrical signal and include capacitors, connectors, resistors, switches and power conditioning equipment.

      For an understanding of the significant factors that influenced the Company’s performance during the past three fiscal years, the following discussion should be read in conjunction with the Company’s Consolidated Financial Statements, including the related notes. Reference herein to any particular year or quarter generally refers to the Company’s fiscal year periods. Certain amounts in the prior periods have been reclassified to conform to the current period’s presentation.

OVERVIEW OF FISCAL 2001

Pioneer finished 2001 with record sales and earnings, excluding a writedown and extraordinary charge, despite a slowing U.S. economy and an industrywide slowdown in the electronic components market. The Company reported consolidated net sales of $2.9 billion, an increase of 13% over the prior year. The continuing growth in demand for products supported by the Company’s Computer Systems Division contributed significantly to the Company’s ability to maintain sales growth year over year. The Industrial Electronics Division, which experienced record growth during the first half of the fiscal year, experienced significantly lower than anticipated growth during the latter half of the year, due to the well-publicized slowdown in the electronic components market which began late in the third quarter.

      Net income for fiscal 2001 was $34.6 million, compared with $40.1 million in fiscal 2000. Diluted earnings per share was $1.11, compared with $1.27 in fiscal 2000.

      During the second quarter of 2001, the Company recognized a $0.5 million after-tax extraordinary charge for the early extinguishment of debt. Additionally, in the fourth quarter of 2001, the Company recorded a $14.2 million pre-tax charge for a writedown of information technology system assets. This non-cash writedown was the result of the Company concluding an implementation of a new financial system and a review of its other Information Technology (“IT”) system assets during the fourth quarter. The Company determined that these assets, which represented work-in-process components, would not be integrated into its IT system. Excluding these charges, earnings for the fiscal year ended March 31, 2001 were $43.7 million, or $1.36 per diluted share.

      In 2001, a strong focus on cost and expense management allowed the Company to maintain its net income margin on normalized operations, which excludes the effects of the 2001 charges and a gain on sale of assets in 2000, despite a changing sales mix. The Company continued to make investments in technology to drive productivity at the operating business levels and to enhance operating efficiency through the completion of a new financial system implementation that will allow for significant increases in electronic processing and other efficiency enhancing tools.

      In the fourth quarter of 2001, in combination with the completion of the financial system implementation and enhancements to internal reporting available for senior management decisions, the Company redefined its reportable segments and established a third segment, Corporate and Other. Corporate and Other primarily includes investments in affiliates and selected other assets, fixed assets, related depreciation and goodwill amortization, certain corporate management costs and special charges. The new segment presentation reflects how management allocates resources, measures performance and views the overall business. Segment information for prior years has been restated for comparative purposes.

CURRENT ECONOMIC ENVIRONMENT

The Company’s balanced business positions it well relative to its competitors in 2002. The Company’s top priority is to focus on its differentiation strategy of providing technology solutions through creating and generating demand for its suppliers and helping customers incorporate new technologies into their businesses.

      In 2002, the Company faces concerns that economic softness in the United States could worsen and the timing of a recovery of the electronic components markets is uncertain. Increasingly aggressive price competition and a slowdown of IT spending are also concerns.

17

      Yet, even against this backdrop, the Company is in a unique competitive position. The long-term fundamentals of the industries Pioneer serves are strong. Electronic components and computer systems are increasingly pervasive. The Company is aligned with fast-growing markets that provide long-term growth opportunities. In addition, the Company has a well-established reputation for working collaboratively with its suppliers and customers to create unique solutions that satisfy their individual needs, which is an increasingly important attribute under all market conditions.

RESULTS OF OPERATIONS

			Fiscal Year Ended March 31
(Dollars in Thousands)			2001				2000				1999
Net Sales
	Industrial Electronics		$	1,469,515	50.7	%	$	1,341,222	52.4	%	$	1,139,163	50.2	%
	Computer Systems			1,431,838	49.3	%		1,219,489	47.6	%		1,128,452	49.8	%
		Consolidated Net Sales		2,901,353	100.0	%		2,560,711	100.0	%		2,267,615	100.0	%
Cost of Goods Sold				2,468,571	85.1	%		2,170,684	84.8	%		1,918,792	84.6	%
		Gross Profit		432,782	14.9	%		390,027	15.2	%		348,823	15.4	%
Operating Expenses				318,400	11.0	%		289,631	11.3	%		264,196	11.7	%
Writedown of IT System Assets				14,200	0.5	%		—	—			—	—
		Operating Income	$	100,182	3.5	%	$	100,396	3.9	%	$	84,627	3.7	%

      The following table identifies the Company’s Operating Income and Operating Income margins by segment:

		2001					2000					1999
Industrial Electronics		$	85,921		5.9	%	$	72,254		5.4	%	$	42,714		3.8	%
Computer Systems			46,531		3.3	%		45,088		3.7	%		57,368		5.1	%
Corporate and Other			(32,270	)	(1.1	%)		(16,946	)	(0.7	%)		(15,455	)	(0.7	%)
	Consolidated Operating Income	$	100,182		3.5	%	$	100,396		3.9	%	$	84,627		3.7	%

      Fiscal 2001 sales in the Industrial Electronics Division increased 10% over fiscal year 2000 compared with an increase in sales of 18% in 2000 over 1999. Sales increased in 2001 as a result of record growth in the electronic components markets, which began in fiscal year 2000. This record growth, experienced during the first half of the year, was fueled by the strong end-user demand in the communications and Internet markets. This increase was offset by a dramatic reduction in sales growth in the last half of the year, caused by an industrywide market slowdown. The increase in sales from 1999 to 2000 was primarily attributable to the increased demand for semiconductors and IPE products from the communications and Internet markets.

      Fiscal 2001 sales in the Computer Systems Division (“CSD”) increased 17% over 2000 and increased 8% in 2000 compared with 1999. The increase in current year sales compared with 2000 is the result of strong demand for mid-range servers, storage products and software throughout 2001. In addition, CSD was able to expand the reach of its suppliers and further penetrate the suppliers’ installed base. This division continues to gain share within its product lines. Barring any dramatic shift in current IT spending, CSD’s leadership position with key suppliers should generate continued sales growth in 2002, specifically in mid-range servers, storage and software. Sales growth from 1999 to 2000 was limited due to the high levels of demand in 1999 related to Y2K concerns.

Gross Profit

      Consolidated gross profit decreased to 14.9% for 2001 from 15.2% in 2000. Despite the pricing pressures experienced in the fourth quarter, the Industrial Electronics Division had an overall increase in gross profit for 2001 primarily attributable to higher average selling prices and long lead times experienced during the first eight months of the fiscal year. This gross profit improvement was more than offset by an increase in CSD’s sales of relatively lower-margin products. Management anticipates that gross profits will continue to decline in 2002 due to price erosion currently being experienced in the Industrial Electronics Division and a continued shift in mix to lower-margin products.

      Consolidated gross profit for 2000 was 15.2% as compared with 15.4% in 1999. The decrease was primarily attributable to pricing pressures in the Computer Systems Division, somewhat offset by an increase in the Industrial Electronics Division’s gross profit due to strengthening demand, which resulted in favorable average selling prices.

18

Operating Costs

Warehouse, selling and administrative expenses for consolidated operations were 11.0% of sales in fiscal 2001, down from 11.3% of sales in 2000 and 11.7% of sales in 1999. During 2001 and 2000, the improvements resulted from leveraging expenses on higher sales volume, coupled with the effects of implementing cost control initiatives. The overall dollar increase in operating expenses can be attributed to higher compensation and fringes, outside services, bad debt expense and repairs and maintenance expense, offset by a decrease in contract labor costs.

      Corporate and Other increased in 2001 due to the $14.2 million writedown of IT system assets during the fourth quarter, and increased in 2001 and 2000 due to an overall increase in compensation attributable to increased head count and normal inflationary increases.

Other (Income) Expense, Interest Expense
and Income Taxes

(Dollars in Thousands)	2001			2000			1999
Other Income	$	(480	)	$	(1,058	)	$	(294	)
Gain on Sale of Assets		—		$	(1,845	)		—
Interest Expense	$	33,578		$	26,074		$	24,253
Effective Tax Rate		38.9	%		40.4	%		39.6	%

      Other income in 2001 consisted of foreign currency exchange losses of $0.5 million offset by $0.9 million of equity and dividend income earned from investments in affiliates. Other income in 2000 and 1999 consisted of foreign currency gains of $0.7 million and $0.1 million, respectively, and dividend income of $0.4 million and $0.2 million, respectively. Additional investments made during 2000 as well as the strengthening of the U.S. dollar contributed to the increase from 1999 to 2000. Also in fiscal 2000, the Company recorded a pre-tax gain of $1.8 million related to the sale and disposal of assets no longer required in the business.

      The increased interest expense over the three-year period ended March 31, 2001 is primarily attributable to higher average levels of outstanding borrowings on the Company’s revolving credit agreement, as well as an increase in the effective borrowing rates. Average outstanding borrowings have increased in order to fund working capital needs and capital expenditures needed to support the ongoing growth of the business. In addition, interest expense increased in 2001 due to a 1.0% increase in the interest rate on the Company’s public debt.

      The effective tax rate for 2001 was lower compared with 2000 due to the change in the valuation allowance associated with operating loss carryforwards from the Company’s Canadian subsidiary. The effective tax rate increase, when comparing 2000 to 1999, can be attributed to unrecognized tax benefits.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities was $17.6 million at March 31, 2001 compared with $31.8 million in 2000. The decrease can primarily be attributed to increased purchases of merchandise inventory. At March 31, 2001, $60.8 million of cash provided by operations related to cash used for working capital items. Overall, current assets, including cash and cash equivalents, increased by $63.2 million and current liabilities decreased $32.3 million, resulting in a net working capital increase of $95.6 million in 2001.

      The increase in current assets is also a result of the increase in inventory. The inventory increase is attributable to a build-up in the Industrial Electronics Division’s inventory to support record sales growth in the summer months, long manufacturer lead times, product allocations and product backlog. Incoming third quarter component shipments could not be adjusted quickly enough in reaction to the industrywide market slowdown which began late in the third quarter. The Company implemented significant process changes at the end of December 2000 and in early January 2001 to reduce inventory levels. Inventory at March 31, 2001 decreased by $63.1 million compared with December 31, 2000.

      The decrease in current liabilities is primarily due to a decrease in notes payable and accounts payable. Inventory-related accounts payable balances are lower as a result of the procedures put in place in the fourth quarter to reduce on-hand inventory levels. The Company’s current ratio was 3.2:1 and 2.7:1 at March 31, 2001 and 2000, respectively. Working capital as a percentage of sales at March 31, 2001 was 20.6% compared with 19.6% at March 31, 2000.

      For the years ended March 31, 2001 and 2000, net cash used for investing activities was $49.3 million and $47.2 million, respectively. The Company increased its investments in existing affiliates, World Peace Industrial Co. Ltd. and Eurodis Electron PLC, in total during fiscal 2001 and 2000 by $6.4 million and $8.1 million, respectively. In 2001, the Company invested $9.6 million in Magirus AG, a computer systems distributor in Germany. The Company also made a strategic financial investment of $2.5 million in Aprisa, Inc. during 2001. In 2000, the Company made other minor investments within the United States totaling $5.8 million. These investments further the Company’s growth strategy by offering access to an extensive distribution network in the Asia Pacific region and Europe, and to markets within the United States. The Company does not currently attempt to reduce or eliminate the inherent market risks or the foreign currency risk associated with its investments. Subsequent to year-end, the market value of the foreign investments decreased $10.0 million due to a reduction in market prices of the foreign entities’ respective shares.

19

      In 2001, the Company acquired an 85% interest in Supplystream, Inc., a company specializing in supply chain decision support tools. In addition, the Company acquired the remaining 49% interest of Dickens Services Group, an affiliate of Dickens Data Systems acquired in 1998. The combined purchase price of these acquisitions was $8.7 million. Capital expenditures were $22.2 million in 2001 compared with $36.0 million in 2000. This spending primarily reflects ongoing initiatives designed to improve efficiencies through computer enhancement of operating systems, the development of the Company’s Web site and facilities expansion. Management estimates that capital expenditures will be approximately $20.0 million in fiscal 2002.

      On September 15, 2000, the Company entered into a new five-year revolving credit facility and a new 364-day credit agreement (the “Facilities”) with a group of commercial banks. Subject to certain conditions and prior to maturity, the 364-day agreement can be converted by the Company to a two-year term loan. The five-year revolving credit facility may be extended for a one-year period with the consent of the bank group. The Company has the ability to borrow, on an unsecured basis, up to $375 million which, under certain conditions, can be increased by up to $50 million. These borrowings are limited by borrowing base calculations and compliance with stated financial ratios. As of March 31, 2001, the Company had $69.3 million available under the Facilities based on the limitations previously described.

      In connection with obtaining the Facilities, the Company repaid, prior to their maturity dates, amounts outstanding under the previously existing revolving credit facility and a $26.1 million note payable and recognized an extraordinary charge for the early extinguishment of debt of $0.5 million, net of a $0.3 million tax benefit, or $.01 per share, as a result of expensing financing fees associated with the former credit facility.

      The Company is exposed to interest rate risk from the Facilities’ various floating-rate pricing mechanisms and, as such, the Company has entered into several interest rate swap agreements for purposes of serving as a hedge of the Company’s variable rate borrowings under the Facilities. During fiscal 2001, total interest-bearing debt increased by $41.8 million. The increase in debt is primarily attributable to funding working capital requirements and capital expenditures needed to support the ongoing growth of the business. The ratio of debt to total capital was 44% at March 31, 2001 compared with 41% one year ago.

      In addition to the Facilities, the Company has $150 million principal amount of 9.5% Senior Notes (the “Notes”) due August 2006 and $143.7 million of 6.75% mandatorily redeemable convertible trust preferred equity securities. In December 2000, the interest rate on the Notes increased from 8.5% to 9.5% to comply with the terms of the Notes. In March and April 1998, the Company’s wholly owned subsidiary, the Pioneer-Standard Financial Trust (the “Pioneer Trust”), issued a total of $143.7 million of 6.75% mandatorily redeemable convertible trust preferred equity securities. The sole asset of the Pioneer Trust is $148.2 million aggregate principal amount of 6.75% Series A Junior Convertible Subordinated Debentures due March 31, 2028. The Company has executed a guarantee providing a full and unconditional guarantee of the Pioneer Trust’s obligations under its preferred securities. A portion of the Company’s cash flow from operations is dedicated to servicing these aggregate obligations and is not available for other purposes.

      The Company currently anticipates that funds from current operations, available credit facilities and access to capital markets will provide adequate funds to finance capital spending and working capital needs and to service its obligations and other commitments arising during the foreseeable future.

RISK CONTROL AND EFFECTS OF FOREIGN CURRENCY AND INFLATION

      The Company extends credit based on customers’ financial conditions and, generally, collateral is not required. The Company obtains credit insurance in certain circumstances to protect its interests. Credit losses are provided for in the Consolidated Financial Statements when collections are in doubt.

      The Company operates internationally and enters into transactions denominated in foreign currencies. As a result, the Company is subject to the variability that arises from exchange rate movements. The Company reduces its exposure to foreign currency risk through hedging. The effects of foreign currency on operating results have had an immaterial impact on the Company’s results of operations for the fiscal years ended 2001, 2000 and 1999.

      The Company believes that inflation has had a nominal effect on its results of operations in 2001, 2000 and 1999 and does not expect inflation to be a significant factor in 2002.

      RECENTLY ISSUED ACCOUNTING STANDARDS

The Company adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” on April 1, 2001. A discussion of this new standard is included in Note 1 to the Consolidated Financial Statements.

20

FORWARD-LOOKING INFORMATION

When used in this Management’s Discussion and Analysis, elsewhere throughout this Annual Report, and in the Company’s filings with the Securities and Exchange Commission, including the Company’s 2001 Form 10-K, the words “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s current opinions and are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated or implied.

      Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Risks and uncertainties include, but are not limited to: competition, dependence on the computer and semiconductor markets, softening in the computer network and platform market, fluctuations in semiconductor supply and demand, rapidly changing technology and inventory obsolescence, dependence on key suppliers, effects of industry consolidation, risks and uncertainties involving acquisitions, instability in world financial markets, downward pressure on gross margins, the ability to meet financing obligations based on the impact of previously described factors and uneven patterns of quarterly sales.

      The Company experiences a disproportionate percentage of quarterly sales in the last week or last day of the fiscal quarters. This uneven sales pattern makes the prediction of revenues, earnings and working capital for each financial period particularly difficult and increases the risk of unanticipated variations in quarterly results and financial condition. The Company believes that this pattern of sales has developed industrywide as a result of customer demand. Although the Company is unable to predict whether this uneven sales pattern will continue over the long term, the Company anticipates that this trend will remain the same in the foreseeable future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has assets, liabilities and cash flows in foreign currencies, primarily the Canadian dollar and the Euro, creating foreign exchange risk. Systems are in place for continuous measurement and evaluation of foreign exchange exposures so that timely action can be taken when considered desirable. Reducing exposure to foreign currency fluctuations is an integral part of the Company’s risk management program. Financial instruments in the form of forward exchange contracts are employed as one of the methods to reduce such risk. At March 31, 2001 and 2000, one forward exchange contract in the amount of $2.5 million and $2.7 million, respectively, existed with a maturity of 30 days. The foreign exchange contracts have had an immaterial impact on the Company’s results of operations for the fiscal years ended 2001, 2000 and 1999.

      The Company has entered into several interest rate swap agreements for purposes of serving as a hedge of the Company’s variable rate credit agreement borrowings. The effect of the swaps is to establish fixed rates on the variable rate debt and to reduce exposure to interest rate fluctuations. At March 31, 2001 and 2000, the Company had interest rate swaps with a notional amount of $50 million and $70 million, respectively. Pursuant to these agreements, the Company paid interest at a weighted-average fixed rate of 5.25% and 5.47% at March 31, 2001 and 2000, respectively. The weighted-average LIBOR rates applicable to these agreements were 5.13% and 6.11% at March 31, 2001 and 2000, respectively. The swap agreements have had an immaterial impact on the Company’s results of operations for the fiscal years ended 2001, 2000 and 1999. If interest rates were to increase 100 basis points (1.0%) from March 31, 2001 and 2000 rates, and assuming no changes in debt from March 31, 2001 and 2000 levels, the additional annualized net expense after tax would be approximately $1.2 million or $.03 per diluted share and $0.7 million or $.02 per diluted share, respectively.

      The Company is exposed to credit loss in the event of nonperformance by the other party to the derivative financial instruments. The Company limits this exposure by entering into agreements with high-quality financial institutions that are expected to satisfy fully their obligations under the contracts. No collateral is held in relationship to the derivative instruments and the Company does not hold or issue derivative financial instruments for trading purposes.

21

CONSOLIDATED STATEMENTS OF INCOME

			Year Ended March 31
(Dollars in Thousands, Except Share and Per Share Data)			2001			2000			1999
Net Sales			$	2,901,353		$	2,560,711		$	2,267,615
Operating Costs and Expenses:
	Cost of goods sold			2,468,571			2,170,684			1,918,792
	Warehouse, selling and administrative expenses			318,400			289,631			264,196
	Writedown of information technology system assets			14,200			—			—
		Operating Income		100,182			100,396			84,627
Other (Income) Expense
	Other income			(480	)		(1,058	)		(294	)
	Gain on sale of assets			—			(1,845	)		—
	Interest expense			33,578			26,074			24,253
Income Before Income Taxes				67,084			77,225			60,668
	Provision for income taxes			26,124			31,210			24,018
				40,960			46,015			36,650
Distributions on mandatorily redeemable convertible trust preferred securities, net of tax				5,914			5,870			5,841
Income Before Extraordinary Charge			$	35,046		$	40,145		$	30,809
	Extraordinary charge for early extinguishment of debt, net of $0.3 million tax benefit			(470	)		—			—
Net Income			$	34,576		$	40,145		$	30,809
PER SHARE DATA:
Income Before Extraordinary Charge – Basic			$	1.31		$	1.52		$	1.17
	Extraordinary charge			(0.02	)		—			—
Net Income – Basic			$	1.29		$	1.52		$	1.17
Income Before Extraordinary Charge – Diluted			$	1.12		$	1.27		$	1.03
	Extraordinary charge			(0.01	)		—			—
Net Income – Diluted			$	1.11		$	1.27		$	1.03
WEIGHTED AVERAGE SHARES OUTSTANDING:
	Basic			26,793,457			26,409,156			26,350,690
	Diluted			36,615,950			36,178,307			35,711,374

See accompanying Notes to Consolidated Financial Statements.

22

CONSOLIDATED BALANCE SHEETS

				March 31
(Dollars in Thousands)				2001			2000
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	41,812		$	34,253
	Accounts receivable, net of allowance of $3,752 in 2001 and $5,681 in 2000				410,261			406,424
	Merchandise inventory, net				403,327			350,779
	Prepaid expenses				1,778			1,967
	Deferred income taxes				8,660			9,178
			Total current assets		865,838			802,601
Investments and Other Assets
	Goodwill, net				155,036			150,503
	Investments in Affiliated Companies				58,057			46,030
	Other Assets				10,834			8,804
Property and Equipment, at cost
	Land				572			572
	Building				9,024			8,997
	Furniture and equipment				109,606			100,564
	Software				56,761			60,054
	Leasehold improvements				22,199			22,439
					198,162			192,626
	Less accumulated depreciation and amortization				104,317			86,729
			Property and equipment, net		93,845			105,897
			Total Assets	$	1,183,610		$	1,113,835
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
	Accounts payable			$	236,090		$	244,322
	Notes payable				137			26,086
	Accrued salaries, wages, commissions and benefits				15,625			19,063
	Other accrued liabilities				17,384			9,246
	Current maturities of long-term debt				189			3,052
			Total current liabilities		269,425			301,769
Long-Term Debt					390,999			320,205
Deferred Income Taxes					22,489			23,461
Other Long-Term Liabilities					2,690			585
Mandatorily Redeemable Convertible Trust Preferred Securities					143,750			143,750
SHAREHOLDERS’ EQUITY
	Serial preferred shares, without par value; authorized 5,000,000;      issued and outstanding – none				—			—
	Common stock, without par value, at $0.30 stated value; authorized 80,000,000      shares; 31,668,411 and 31,349,751 shares outstanding in 2001 and 2000,      respectively, including 4,056,202 subscribed-for shares				9,419			9,323
	Capital in excess of stated value				125,595			137,092
	Retained earnings				270,246			238,968
	Unearned employee benefits				(49,688	)		(63,885	)
	Unearned compensation on restricted stock				(5,280	)		(7,526	)
	Accumulated other comprehensive income				3,965			10,093
		Total shareholders’ equity			354,257			324,065
		Total Liabilities and Shareholders’ Equity		$	1,183,610		$	1,113,835

See accompanying Notes to Consolidated Financial Statements.

23

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

																Unearned			Accumulated
				Stated value			Capital in						Unearned			compensation			other
	Common			of common			excess of			Retained			employee			on restricted			comprehensive
(Dollars in Thousands)	stock			stock			stated value			earnings			benefits			stock			income (loss)			Total
Balance at March 31, 1998		31,129		$	9,256		$	120,465		$	174,411		$	(58,555	)		—		$	(581	)	$	244,996
Net income		—			—			—			30,809			—			—			—			30,809
Unrealized translation adjustment		—			—			—			—			—			—			(1,185	)		(1,185	)
Total comprehensive income		—			—			—			—			—			—			—			29,624
Value change in subscribed-for shares		—			—			(27,186	)		—			27,186			—			—			—
Cash dividends ($0.12 per share)		—			—			—			(3,164	)		—			—			—			(3,164	)
Shares issued upon exercise of stock options		6			2			36			—			—			—			—			38
Tax benefit related to exercise of stock options		—			—			9			—			—			—			—			9
Balance at March 31, 1999		31,135			9,258			93,324			202,056			(31,369	)		—			(1,766	)		271,503
Net income		—			—			—			40,145			—			—			—			40,145
Unrealized translation adjustment		—			—			—			—			—			—			833			833
Unrealized gain on securities, net of $7,132 tax		—			—			—			—			—			—			11,026			11,026
Total comprehensive income		—			—			—			—			—			—			—			52,004
Shares transferred from trust		(724	)		(217	)		(9,553	)		—			9,770			—			—			—
Value change in subscribed-for shares		—			—			42,286			—			(42,286	)		—			—			—
Cash dividends ($0.12 per share)		—			—			—			(3,233	)		—			—			—			(3,233	)
Shares issued upon exercise of stock options		215			65			1,186			—			—			—			—			1,251
Tax benefit related to exercise of stock options		—			—			296			—			—			—			—			296
Restricted stock awards		724			217			9,553			—			—		$	(9,770	)		—			—
Amortization on unearned compensation		—			—			—			—			—			2,244			—			2,244
Balance at March 31, 2000		31,350			9,323			137,092			238,968			(63,885	)		(7,526	)		10,093			324,065
Net income		—			—			—			34,576			—			—			—			34,576
Unrealized translation adjustment		—			—			—			—			—			—			(1,940	)		(1,940	)
Unrealized loss on securities, net of $2,639 tax benefit		—			—			—			—			—			—			(4,188	)		(4,188	)
Total comprehensive income		—			—			—			—			—			—			—			28,448
Value change in subscribed-for shares		—			—			(14,197	)		—			14,197			—			—			—
Cash dividends ($0.12 per share)		—			—			—			(3,298	)		—			—			—			(3,298	)
Shares issued upon exercise of stock options		318			96			2,422			—			—			—			—			2,518
Tax benefit related to exercise of stock options		—			—			278			—			—			—			—			278
Amortization on unearned compensation		—			—			—			—			—			2,246			—			2,246
Balance at March 31, 2001		31,668		$	9,419		$	125,595		$	270,246		$	(49,688	)	$	(5,280	)	$	3,965		$	354,257

See accompanying Notes to Consolidated Financial Statements.

24

CONSOLIDATED STATEMENTS OF CASH FLOWS

					Year Ended March 31
(Dollars in Thousands)					2001			2000			1999
Cash Flows From Operating Activities:
	Net income				$	34,576		$	40,145		$	30,809
	Adjustments to reconcile net income to net cash provided by operating activities:
			Extraordinary charge, net of tax			470			—			—
			Writedown of information technology system assets			14,200			—			—
			Depreciation			14,187			14,661			14,379
			Amortization			12,857			11,682			8,611
			Gain on sale of assets			—			(1,845	)		—
			Deferred income taxes			2,185			1,229			5,655
			Other non-cash items			(155	)		(274	)		9
			Changes in working capital, excluding effect of acquisitions
				Accounts receivable		(5,568	)		(83,010	)		(20,334	)
				Inventory		(52,978	)		(32,640	)		33,358
				Accounts payable		(8,109	)		81,552			(37,046	)
				Accrued salaries and wages		(3,780	)		6,573			47
				Other accrued liabilities		9,445			(6,231	)		(10,686	)
				Other working capital		240			(43	)		1,621
			Other			39			4			(691	)
				Total adjustments		(16,967	)		(8,342	)		(5,077	)
		Net cash provided by operating activities				17,609			31,803			25,732
Cash Flows From Investing Activities:
	Additions to property and equipment					(22,153	)		(36,030	)		(22,137	)
	Acquisitions of businesses					(8,672	)		—			—
	Investments in affiliates					(18,521	)		(13,908	)		(7,433	)
	Proceeds from sale of assets					—			2,712			—
		Net cash used for investing				(49,346	)		(47,226	)		(29,570	)
Cash Flows From Financing Activities:
	(Payments) borrowings on notes payable					(26,086	)		16,412			9,499
	Revolving credit borrowings (payments)					70,940			10,000			(20,000	)
	Principal payments under long-term obligations					(3,009	)		(3,087	)		(2,991	)
	Debt financing costs paid					(1,463	)		—			—
	Proceeds from issuance of convertible trust preferred securities					—			—			18,750
	Issuance of common shares under company stock option plan					2,518			1,251			38
	Dividends paid					(3,298	)		(3,233	)		(3,164	)
		Net cash provided by financing activities				39,602			21,343			2,132
Effect of Exchange Rate Changes on Cash						(306	)		(565	)		(1,395	)
Net Increase (Decrease) in Cash						7,559			5,355			(3,101	)
Cash at Beginning of Year						34,253			28,898			31,999
Cash at End of Year					$	41,812		$	34,253		$	28,898
Supplemental Disclosures of Cash Flow Information:
	Cash payments for interest				$	32,973		$	26,013		$	23,675
	Cash payments for income taxes				$	25,493		$	27,636		$	16,472
	Distributions on convertible trust preferred securities				$	9,703		$	9,703		$	9,886
	Change in value of available-for-sale securities, net of tax				$	(4,188	)	$	11,026			—

      See accompanying Notes to Consolidated Financial Statements.

25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Operations Pioneer-Standard Electronics, Inc. and its subsidiaries (the “Company” or “Pioneer”) distribute a broad range of electronic components and mid-range computer systems products manufactured by others. These products are sold to original equipment manufacturers, contract manufacturers, value added resellers, research laboratories, government agencies and end-users, including manufacturing companies and service and other non-manufacturing organizations. The Company has operations in North America and Germany, and strategic partners in Europe and the Asia Pacific region.

      Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Investments in affiliated companies in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. Other investments are accounted for using the cost method. All significant inter-company transactions and accounts have been eliminated in consolidation.

      Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

      Revenue Recognition Revenue from product sales is generally recognized upon shipment provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured and title and risk of loss have passed to the customer. The Company provides for product returns and bad debts. Shipping and handling fees billed to customers are recognized as revenue and the related costs are recognized in cost of goods sold in the accompanying Consolidated Statements of Income.

      Advertising and Promotion Costs All costs associated with advertising and promoting products are expensed in the year incurred and amounted to $4.4 million, $2.7 million and $3.2 million in 2001, 2000 and 1999, respectively.

      Income Taxes Income tax expense includes U.S. and foreign income taxes and is based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. Valuation allowances are recognized to reduce the deferred tax assets to the amount that is more likely than not to be realized.

      Foreign Currency The functional currency of the Company’s foreign subsidiaries is the applicable local currency. For those foreign operations, the assets and liabilities are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates. Income statement accounts are translated at the monthly average exchange rates prevailing during the year. The gains or losses resulting from these translations are recorded as a separate component of accumulated other comprehensive income in consolidated shareholders’ equity. Gains or losses resulting from realized foreign currency transactions are included in net income.

      Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity or remaining maturity of three months or less to be cash equivalents.

      Fair Value of Financial Instruments Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and notes payable, approximate fair value because of their short-term maturities. The fair values of the Company’s public debt financial instruments were determined using quoted market prices. The fair values for the non-public debt were determined using current rates offered for similar obligations. Other financial instruments held by the Company are investments in affiliated companies, interest rate swap agreements and forward foreign currency exchange contracts. The Company does not hold or issue financial instruments or derivative financial instruments for trading purposes.

      Investments in Affiliated Companies The Company enters into certain investments for the promotion of business and strategic objectives, and typically does not attempt to reduce or eliminate the inherent market risks on these investments. The Company has investments in affiliates accounted for using the equity method and equity and debt securities accounted for using the cost method. For those investments accounted for under the equity method, the Company’s proportionate share of income or losses from affiliated companies is recorded in “Other (Income) Expense” on the accompanying Consolidated Statements of Income.

      The Company’s convertible debt securities and marketable equity securities are classified as “available-for-sale” as of the balance sheet dates and are carried at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income. Non-marketable equity securities are carried at cost as there are no quoted market prices available for these securities. A decline in the value of any investment below cost that is deemed to be other than temporary is charged to earnings.

      Derivatives Foreign Currency Exchange Contracts – The Company uses forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies. These contracts hedge firm commitments and transactions relating to cash flows associated with sales and purchases denominated in currencies other than the subsidiaries’ functional currency. Generally, gains and losses from changes in the market value of these contracts are recognized in “Other (Income) Expense” and offset the foreign exchange gains and losses on the underlying transactions. The Company held one 30-day forward foreign currency exchange contract, denominated in Canadian dollars, in the notional amounts of $2.5 million and $2.7 million, at March 31, 2001 and 2000, respectively, which approximate fair value.

26

      Interest Rate Swaps – The Company uses interest rate swap agreements to partially reduce risks related to floating-rate financing agreements, which are subject to changes in the market rate of interest. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. The remaining terms of the interest rate swap agreements outstanding extend through December 2001 and December 2003. The Company’s interest rate swap agreements and its variable rate financing are predominantly based upon the three-month LIBOR (London Interbank Offered Rate). Amounts to be paid or received under the interest rate swap agreements are accrued and recognized as an adjustment to interest expense. The related amounts payable to, or receivable from, the counterparties are included in other accrued liabilities. Changes in the market value of the interest rate swap agreements are not recognized in net income. The fair value quotes for these contracts were obtained through market comparisons.

      Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable and derivatives. Concentration of credit risk on accounts receivable is mitigated by the Company’s large number of customers and their dispersion across many different industries and geographies. The Company extends credit based on customers’ financial conditions and, generally, collateral is not required. To further reduce credit risk associated with accounts receivable, the Company also performs periodic credit evaluations of its customers and obtains credit insurance in certain circumstances to protect its interests. The Company enters into derivative contracts with high-quality financial institutions. No collateral is held in relationship to the derivative instruments.

      Merchandise Inventory Inventory is stated at the lower of cost (first-in, first-out basis) or market, net of related reserves. The Company’s inventory is constantly monitored for obsolescence. This review considers such factors as turnover, technical obsolescence, right of return status to suppliers and price protection offered by suppliers. Reserves for slow-moving and obsolete inventory were $7.9 million and $6.8 million at March 31, 2001 and 2000, respectively.

      Goodwill Goodwill represents the excess purchase price paid over the fair value assigned to the net assets acquired. The amortization of goodwill is provided on a straight-line basis over periods of 15 to 40 years. Accumulated amortization was $16.5 million and $12.0 million as of March 31, 2001 and 2000, respectively. Management regularly evaluates its accounting for goodwill, considering such factors as historical and future profitability, and believes that the asset is recoverable and the amortization periods remain appropriate.

      Long-Lived Assets Property and equipment are recorded at cost. Major renewals and improvements are capitalized, as are interest costs on capital projects. Minor replacements, maintenance, repairs and reengineering costs are expensed as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in income.

      Depreciation and amortization are provided in amounts sufficient to amortize the cost of the assets, including assets recorded under capital leases, over their estimated useful lives using the straight-line method. The estimated useful lives for depreciation and amortization are as follows: buildings – 10 to 40 years; furniture – 7 to 10 years; equipment – 3 to 10 years; software – 3 to 10 years; and leasehold improvements over the applicable lease periods. Total depreciation and amortization expense on property and equipment was $20.2 million, $20.0 million and $19.1 million during 2001, 2000 and 1999, respectively.

      Internal use software costs are expensed or capitalized depending on the project stage. Amounts capitalized are amortized over the estimated useful lives of the software, ranging from 3 to 10 years, beginning with the project’s completion.

      The Company evaluates the recoverability of its long-lived assets and related goodwill whenever changes in circumstances or events may indicate that the carrying amounts may not be recoverable. An impairment loss is recognized in the event the net book value of the assets exceed the future undiscounted cash flows attributable to such assets.

      Stock-Based Compensation The Company measures compensation expense for its stock-based employee compensation plans using the intrinsic value method.

      Earnings Per Share Basic earnings per share is computed by dividing Net Income by the weighted average number of common shares outstanding. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Securities or other contracts to issue common stock are included in the per share calculations where the effect of their inclusion would be dilutive.

      Comprehensive Income Comprehensive income is defined as net income plus the aggregate change in shareholders’ equity, excluding changes in ownership interests, referred to as accumulated other comprehensive income. At March 31, 2001 and 2000, accumulated other comprehensive income consisted of foreign currency translation losses of $2.9 million and $0.9 million, respectively, and unrealized gains on securities of $6.8 million and $11.0 million, respectively.

      New Accounting Standards On December 3, 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 101 – Revenue Recognition in Financial Statements (“SAB 101”). SAB 101 summarizes certain of the SEC staff’s views in applying generally accepted accounting principles to revenue recognition in financial statements. The Company has reviewed its revenue recognition policies and procedures and no significant changes to the Company’s policies were necessary to comply with SAB 101.

      In September 2000, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 00-10, “Accounting for Shipping and Handling Fees and Costs,” which requires shipping and handling amounts billed to a customer to be classified as revenue. In addition, the EITF’s preference is to classify shipping and handling costs as “cost of sales.” In the fourth quarter of fiscal year 2001, the Company changed its method of reporting to comply with EITF Issue

27

No. 00-10. As a result of this implementation, the Company reclassified these amounts from operating expenses, where they had previously been shown “net,” into the appropriate revenue and cost of goods sold captions. All prior periods have been reclassified for consistency.

      Accounting Standards Not Yet Adopted In June 1998, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133 establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires companies to recognize all derivatives on the balance sheet as assets and liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. In June 1999, the FASB delayed the effective date of SFAS No. 133 for one year to fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities.” SFAS No. 138 amends the accounting and reporting standards of SFAS No. 133 for certain derivative instruments and hedging activities. The Company adopted these statements on April 1, 2001 and the adoption did not have a material impact on its financial statements.

      Reclassifications Certain amounts in the prior periods’ Consolidated Financial Statements have been reclassified to conform to the current period’s presentation.

NOTE 2
WRITEDOWN OF INFORMATION TECHNOLOGY SYSTEM ASSETS

The Company capitalized approximately $34.2 million in fiscal 1998 and 1999 in connection with the acquisition and installation of an enterprisewide information technology (“IT”) system scheduled for completion and implementation during 2001. Amounts representing approximately $11.5 million of these expenditures were operational in fiscal 1999. In the fourth quarter of fiscal 2001, an additional $8.5 million of these expenditures became operational in conjunction with the completion of the financial software system implementation. In addition, the Company concluded a review of IT system assets during the fourth quarter of 2001 and determined that the remaining $14.2 million of work-in-process components would not be integrated and were thus abandoned. These assets were written off in the fourth quarter of 2001.

NOTE 3
INVESTMENTS IN AFFILIATED COMPANIES AND ACQUISITIONS

The Company holds equity securities in World Peace Industrial Co. Ltd. (“WPI”), an Asian distributor of electronics headquartered in Taipei, Taiwan; and Eurodis Electron PLC (“Eurodis”), a European distributor of electronic components headquartered in London, England. The Company increased its investments in these affiliates in total during fiscal 2001 and 2000 by $6.4 million and $8.1 million, respectively. The Company also made a strategic financial investment of $2.5 million in Aprisa, Inc. during 2001. In 2000, the Company made other minor investments within the United States totaling $5.8 million. These investments are accounted for using the cost method and are included in Investments in Affiliated Companies in the accompanying Consolidated Balance Sheets.

      In May 2000, the Company acquired an equity interest in Magirus AG, a European computer systems distributor headquartered in Stuttgart, Germany. The purchase price for this equity interest was $9.6 million. This investment is accounted for under the equity method.

      At March 31, 2001 and 2000, Investments in Affiliated Companies consisted of the following:

(Dollars in Thousands)		2001		2000
Available-for-sale securities
	Equity securities – at market	$	39,835	$	40,280
	Other securities		2,500		—
Other equity investments			15,722		5,750
		$	58,057	$	46,030

      In 2001, the Company acquired an 85% interest in Supplystream, Inc., a company specializing in supply chain decision support tools. In addition, the Company acquired the remaining 49% interest of Dickens Services Group, an affiliate of Dickens Data Systems acquired in 1998. The combined purchase price for these acquisitions was $8.7 million. These acquisitions were accounted for as purchase transactions, and accordingly, the assets and liabilities of the acquired entities were recorded at their estimated fair value at the date of acquisition. The consolidated results include these companies from their respective dates of acquisition. The cost in excess of the net assets acquired is included in Goodwill in the accompanying Consolidated Balance Sheets and is being amortized on a straight-line basis over 40 years and 15 years, respectively.

NOTE 4
LEASE COMMITMENTS

The Company leases certain office and warehouse facilities and equipment under non-cancelable operating leases which expire at various dates through 2010. Certain facilities and equipment leases contain renewal options for periods up to 10 years. Future minimum lease payments for operating leases at March 31, 2001 are: $7.5 million in 2002; $6.7 million in 2003; $6.0 million in 2004; $5.0 million in 2005; $3.7 million in 2006; and $8.4 million thereafter.

      Rental expense for all operating leases amounted to $12.4 million, $11.7 million and $9.2 million for 2001, 2000 and 1999, respectively.

28

NOTE 5
FINANCING ARRANGEMENTS

Long-term debt at March 31, 2001 and 2000, consisted of the following:

(Dollars in Thousands)		2001			2000
Revolving credit facilities		$	240,940		$	170,000
Senior Notes, due August 2006			150,000			150,000
Senior Notes, due November 2000			—			2,840
Other			248			417
			391,188			323,257
Less current maturities of long-term debt			189			3,052
		$	390,999		$	320,205
Facilities — Weighted average stated interest rate			6.45	%		7.32	%
Interest rate swap agreements
	Notional amounts	$	50,000		$	70,000
	Fair market value — net receivable (payable)	$	(358	)	$	2,153
	Weighted average LIBOR rates applicable to interest rate swaps		5.13	%		6.11	%
	Weighted average effective interest rate paid under interest rate swap agreements		5.25	%		5.47	%

      Prior to September 2000, the Company had a revolving credit facility with various banks providing for up to an aggregate amount of $260 million of unsecured borrowings on a revolving credit basis.

      On September 15, 2000, the Company entered into a new five-year revolving credit facility and a new 364-day credit agreement (the “Facilities”), with a group of commercial banks. Subject to certain conditions and prior to maturity, the 364-day agreement can be converted by the Company to a two-year term loan. The five-year revolving credit facility may be extended for a one-year period with the consent of the bank group. The Facilities provide the Company the ability to borrow, on an unsecured basis, up to $375 million which, under certain conditions, can be increased by up to $50 million. These borrowings are limited by borrowing base calculations and compliance with stated financial ratios. At March 31, 2001, the Company had $69.3 million available under the Facilities, based on the limitations previously described.

      There is a fee ranging from .20% to .45% on the aggregate amount of the Facilities and there is no pre-payment penalty. The Facilities contain standard pricing terms and conditions for companies with similar credit ratings, including limitations on other borrowings and capital, investment expenditures and the maintenance of certain financial ratios, among other restrictions. The Company was in compliance with these covenants as of March 31, 2001. The fair values of the Company’s credit facilities approximated carrying value at March 31, 2001 and 2000.

      In connection with obtaining the Facilities, the Company repaid, prior to their maturity dates, amounts outstanding under the previously existing revolving credit facility and a $26.1 million note payable and recognized an extraordinary charge for early extinguishment of debt of $0.5 million, net of $0.3 million tax benefit, as a result of expensing financing fees associated with the former credit facility.

      The Company has $150 million principal amount of Senior Notes (the “Notes”) due August 2006. Interest is payable semi-annually. In December 2000, the interest rate on the Notes increased from 8.5% to 9.5% to comply with the terms of the Notes. The indenture under which the Notes were issued limits the creation of liens, sale and leaseback transactions, consolidations, mergers and transfers of all or substantially all of the Company’s assets, and indebtedness of the Company’s restricted subsidiaries. The Notes are subject to mandatory repurchase by the Company at the option of the holders in the event of a change in control of the Company. The fair value of the Notes was $146.7 million and $143.3 million at March 31, 2001 and 2000, respectively.

      The Senior Notes, due November 2000, were repaid on November 1, 2000. Interest on these notes was 9.79% and was payable semi-annually. The fair value of these notes was $2.9 million at March 31, 2000.

      Aggregate maturities of long-term debt are: $0.2 million in 2002; $0.1 million in 2003; zero in 2004 and 2005; $240.9 million in 2006; and $150 million in 2007.

NOTE 6
INCOME TAXES

Significant components of the provision for income taxes for the years ended March 31 are as follows:

(Dollars in Thousands)			2001		2000		1999
Current
	Federal		$	21,098	$	26,302	$	14,825
	State			2,841		3,679		3,538
		Total current		23,939		29,981		18,363
Deferred				2,185		1,229		5,655
Provision for income taxes			$	26,124	$	31,210	$	24,018

      A reconciliation of the federal statutory rate to the Company’s effective income tax rate for the years ended March 31 follows:

	2001			2000			1999
Statutory rate		35.0	%		35.0	%		35.0	%
Provision for state taxes		3.0			3.1			3.8
Foreign losses with unrecognized (recognized) tax benefits		(0.4	)		1.1			(0.3	)
Non-deductible items and other		1.3			1.2			1.1
		38.9	%		40.4	%		39.6	%

29

      Deferred tax assets and liabilities as of March 31, 2001 and 2000 are presented below:

(Dollars in Thousands)		2001			2000
Deferred tax assets:
	Capitalized inventory costs	$	2,753		$	2,723
	Accrued expenses		1,795			1,978
	Allowance for doubtful accounts		1,175			1,819
	Inventory valuation reserve		2,615			2,271
	Foreign		1,836			2,404
	Other		322			387
			10,496			11,582
Less valuation allowance			(1,836	)		(2,404	)
Total net deferred tax assets			8,660			9,178
Deferred tax liabilities:
	Depreciation expense		787			484
	Software amortization		10,936			11,555
	Goodwill amortization		5,169			3,444
	Available-for-sale securities		4,493			7,132
	Other		1,104			846
Total deferred tax liabilities			22,489			23,461
Net deferred tax liabilities		$	13,829		$	14,283

      At March 31, 2001, the Company had $1.9 million of foreign net operating loss carryforwards that expire, if unused, in years 2005 through 2007.

NOTE 7
EMPLOYEE RETIREMENT PLANS

The Company maintains various profit-sharing and thrift plans for all employees meeting certain service requirements. Generally, the plans allow eligible employees to contribute a portion of their compensation, with the Company matching a percentage thereof. The Company may also make contributions each year for the benefit of all eligible employees under the plans. Total profit sharing and Company matching contributions were $4.9 million, $4.9 million and $3.7 million for 2001, 2000 and 1999, respectively.

NOTE 8
CONTINGENCIES

The Company is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. The Company provides for costs related to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on the Company’s future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such matters will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

NOTE 9
MANDATORILY REDEEMABLE CONVERTIBLE TRUST PREFERRED SECURITIES

In March and April 1998, Pioneer-Standard Financial Trust (the “Pioneer Trust”) issued $143.7 million of 6.75% Mandatorily Redeemable Convertible Trust Preferred Securities (the “Trust preferred securities”). The Pioneer Trust, a statutory business trust, is a wholly owned consolidated subsidiary of the Company, with its sole asset being $148.2 million aggregate principal amount of 6.75% Junior Convertible Subordinated Debentures due March 31, 2028 of Pioneer-Standard Electronics, Inc. (the “Trust Debentures”).

      The Trust preferred securities are non-voting (except in limited circumstances), pay quarterly distributions at an annual rate of 6.75%, carry a liquidation value of $50 per share and are convertible into the Company’s Common Shares at any time prior to the close of business on March 31, 2028, at the option of the holder. The Trust preferred securities are convertible into Common Shares at the rate of 3.1746 Common Shares for each Trust preferred security (equivalent to a conversion price of $15.75 per Common Share). The Company has executed a guarantee with regard to the Trust preferred securities. The guarantee, when taken together with the Company’s obligations under the Trust Debentures, the indenture pursuant to which the Trust Debentures were issued and the applicable trust document, provide a full and unconditional guarantee of the Pioneer Trust’s obligations under the Trust preferred securities. The Company may cause the Pioneer Trust to delay payment of distributions on the Trust preferred securities for 20 consecutive quarters. During such deferral periods, distributions, to which holders of the Trust preferred securities are entitled, will compound quarterly, and the Company may not declare or pay any dividends on its Common Shares.

      After March 31, 2002, the Trust preferred securities are redeemable, at the option of the Company, for a redemption price of 104.05% of par reduced annually by .675% to a minimum of $50 per Trust preferred security. The Trust preferred securities are subject to mandatory redemption on March 31, 2028, at a redemption price of $50 per Trust preferred security.

      At March 31, 2001 and 2000, the fair market value of the Trust preferred securities was $127.9 million and $163.2 million, respectively.

NOTE 10
SHAREHOLDERS’ EQUITY

      Capital Stock Holders of Common Stock are entitled to one vote for each share held of record on all matters to be submitted to a vote of the shareholders. At March 31, 2001 and 2000, there were no shares of Preferred Stock outstanding.

30

      Subscribed-for Shares The Company has a Share Subscription Agreement and Trust (the “Trust”) with Wachovia Bank of North Carolina, N.A., as Trustee, whereby the Trustee subscribed for 5,000,000 Common Shares of the Company, which will be paid for over the 15-year term of the Trust. The proceeds from the sale or direct use of the Common Shares over the life of the Trust are used to fund Company obligations under various compensation and benefit plans. For financial reporting purposes, the Trust is consolidated with the Company. The shares subscribed for by the Trust are recorded in the contra equity account, “Unearned employee benefits,” and adjusted to market value at each reporting period, with an offsetting adjustment to “Capital in excess of stated value.” There were 943,798 shares released from the Trust during fiscal 2000. The following details the fair market value of the 4,056,202 Common Shares subscribed for by the Trust, reflected in Shareholders’ Equity at March 31:

(In Thousands, Except Share and Per Share Data)	2001			2000
Common Shares at stated value       (4,056,202 @ $.30)	$	1,217		$	1,217
Capital in excess of stated value       (4,056,202 shares)		48,471			62,668
Unearned employee benefits       (4,056,202 shares @ $12.25 in 2001       and $15.75 in 2000)		(49,688	)		(63,885	)
Net effect on shareholders’ equity	$	—		$	—

      Restricted Stock During 2000, restricted stock awards for 723,798 shares of the Company’s common stock were granted at a market value of $13.50 per share to certain officers under the 1999 Restricted Stock Plan. All eligible shares under this plan have been granted and, subject to certain terms and conditions, vest over a three-year period commencing upon termination of employment. Unvested shares are restricted as to disposition and subject to forfeiture under certain circumstances. The cost of these awards, determined as the market value of the shares at the date of grant, is being amortized over the restriction periods. In both fiscal 2001 and 2000, $2.2 million was charged to expense for these restricted stock awards. There were 37,410 shares vested as of March 31, 2001.

      Shareholder Rights Plan On April 27, 1999, the Company’s Board of Directors approved a new Shareholder Rights Plan, which became effective upon expiration of the existing plan on May 10, 1999. A dividend of one Right per Common Share was distributed to shareholders of record as of May 10, 1999. Each Right, upon the occurrence of certain events, entitles the holder to buy from the Company one-tenth of a Common Share at a price of $4.00, or $40.00 per whole share, subject to adjustment. The Rights may be exercised only if a person or group acquires 20 percent or more of the Company’s Common Shares, or announces a tender offer for at least 20 percent of the Company’s Common Shares. Each Right will entitle its holder (other than such acquiring person or members of such acquiring group) to purchase, at the Right’s then-current exercise price, a number of the Company’s Common Shares having a market value of twice the Right’s then-exercise price. The Rights trade with the Company’s Common Shares until the Rights become exercisable.

      If the Company is acquired in a merger or other business combination transaction, each Right will entitle its holder to purchase, at the Right’s then-exercise price, a number of the acquiring company’s common shares (or other securities) having a market value at the time of twice the Right’s then-current exercise price. Prior to the acquisition by a person or group of beneficial ownership of 20 percent or more of the Company’s Common Shares, the Rights are redeemable for $.001 per Right at the option of the Company’s Board of Directors. The Rights will expire May 10, 2009.

NOTE 11
EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

			Year Ended March 31
(In Thousands, Except Per Share Data)			2001		2000		1999
Weighted average number of shares
	Basic			26,793		26,409		26,351
		Common shares issuable upon conversion of Trust preferred securities		9,127		9,127		9,117
		Common equivalent shares		696		642		243
	Diluted			36,616		36,178		35,711
Net income on which basic earnings per share is calculated			$	34,576	$	40,145	$	30,809
		Distributions on Trust preferred securities		5,914		5,870		5,841
Net income on which diluted earnings per share is calculated				40,490		46,015		36,650
Earnings per share
	Basic		$	1.29	$	1.52	$	1.17
	Diluted		$	1.11	$	1.27	$	1.03

      Due to the application of the treasury stock method, shares subscribed for by the Trust, which is more fully described in Note 10 to the Consolidated Financial Statements, have no effect on earnings per share until they are released from the Trust.

31

NOTE 12
STOCK OPTIONS

The Company has stock option plans, which provide for the granting of options to employees and directors to purchase its Common Shares. These plans provide for nonqualified and incentive stock options.

      Stock options are granted to employees at an exercise price equal to the fair market value of the Company’s Common Stock at the date of grant. Options expire 10 years from the date of grant. Vesting periods are established by the Compensation Committee of the Board of Directors and vary. The following tables summarize option activity under the Plans during 2001, 2000 and 1999:

	2001					2000					1999
	No. of Shares			Wtd. Avg.		No. of Shares			Wtd. Avg.		No. of Shares			Wtd. Avg.
	Under Option			Exercise Price		Under Option			Exercise Price		Under Option			Exercise Price
Balance at April 1		2,658,101		$	10.20		2,761,211		$	9.91		1,597,922		$	9.68
Options granted		981,500			13.78		142,500			9.39		1,244,500			10.36
Options exercised		(318,655	)		7.91		(215,010	)		5.81		(6,187	)		6.11
Options forfeited		(183,125	)		10.37		(30,600	)		10.89		(75,024	)		12.89
Balance at March 31		3,137,821			11.54		2,658,101		$	10.20		2,761,211		$	9.91
Exercisable at March 31		1,448,692		$	10.66		1,394,398		$	10.18		1,174,839		$	9.32
Available for Grant at March 31		1,926,777					620,152					732,052

	March 31, 2001
	Options Outstanding						Options Exercisable
			Weighted		Wtd. Avg.				Weighted
			Average		Remaining				Average
	Number of		Exercise		Contractual Life		Number of		Exercise
Excerise Price Range	Options		Price		(in years)		Options		Price
$  3.00 - $  5.50		13,163	$	4.52		0.1		13,163	$	4.52
$  5.50 - $  8.00		338,274	$	6.18		2.2		275,374	$	6.15
$  8.00 - $10.50		589,300	$	8.75		5.4		286,400	$	8.75
$10.50 - $13.00		1,015,084	$	12.22		5.2		704,117	$	12.26
$13.00 - $15.50		1,182,000	$	13.96		8.1		169,638	$	15.08
		3,137,821						1,448,692

      The Company does not recognize expense for stock options granted under its stock option plans because options are granted at exercise prices equal to the fair market value of the Company’s stock at the date of the grant, and does not recognize the options in the financial statements until they are exercised. The proforma amounts that are disclosed in the table below reflect the portion of the estimated fair value of awards that was earned for the years ended March 31, 2001, 2000 and 1999. Because the proforma expense determined under the fair value method relates only to stock options that were granted as of March 31, 2001, 2000 and 1999, the impact of applying the fair value method is not indicative of future amounts. Additional grants in future years are anticipated, which will increase the proforma compensation expense and thus reduce future proforma net income.

	2001				2000				1999
(In Thousands, Except Per Share Data)	As Reported		Proforma		As Reported		Proforma		As Reported		Proforma
Net income	$	34,576	$	31,387	$	40,145	$	38,557	$	30,809	$	29,371
Diluted earnings per share	$	1.11	$	1.02	$	1.27	$	1.23	$	1.03	$	0.99

      The fair market value of stock option grants is estimated using the Black-Scholes option-pricing model with the following assumptions:

	2001			2000			1999
Dividend yield		1.0	%		1.0	%		1.0	%
Expected volatility		45.7	%		46.6	%		39.0	%
Risk-free interest rate		4.80	%		6.25	%		5.25	%
Expected life		8 years			7.5 years			8.2 years
Weighted average fair value of options granted		$7.12			$5.05			$5.00

32

NOTE 13
BUSINESS SEGMENT INFORMATION

Historically, the Company’s operations have been classified into two reportable business segments, the distribution of electronic components and the distribution of computer products, which are managed separately based on product and market differences. Industrial Electronics products primarily include semiconductors, and interconnect, passive and electromechanical products. Computer Systems products primarily include mid-range computer systems, high-end platforms and networking products.

      In the fourth quarter of 2001, in combination with the completion of a financial system implementation and enhancements to internal reporting available for senior management decisions, the Company redefined its reportable segments and established a third segment, Corporate and Other. Corporate and Other primarily includes investments in affiliates and selected other assets, fixed assets, related depreciation and goodwill amortization, certain corporate management costs, and special charges. The new segment presentation reflects how management allocates resources, measures performance and views the overall business. Segment information for prior years has been restated for comparative purposes.

      The Company evaluates performance and allocates resources based on return on capital and profitable growth. Specifically, the Company measures segment profit or loss based on operating profit. The accounting policies of the reportable segments are the same as those described in the Summary of Significant Accounting Policies. Geographic sales are reported by shipping destination.

					Year Ended March 31
(Dollars in Thousands)					2001			2000			1999
Net Sales
		Industrial Electronics			$	1,469,515		$	1,341,222		$	1,139,163
		Computer Systems				1,431,838			1,219,489			1,128,452
				Total Net Sales	$	2,901,353		$	2,560,711		$	2,267,615
Operating Income
		Industrial Electronics			$	85,921		$	72,254		$	42,714
		Computer Systems				46,531			45,088			57,368
		Corporate & Other				(32,270	)		(16,946	)		(15,455	)
				Operating Income	$	100,182		$	100,396		$	84,627
Reconciliation to Income Before Income Taxes
		Other (income) expense				(480	)		(1,058	)		(294	)
		Gain on sale of assets				—			(1,845	)		—
		Interest expense				33,578			26,074			24,253
				Income Before Income Taxes	$	67,084		$	77,225		$	60,668
Identifiable Assets
		Industrial Electronics			$	533,229		$	521,701		$	390,099
		Computer Systems				558,332			535,874			516,246
		Corporate & Other				92,049			56,260			41,162
				Total Assets	$	1,183,610		$	1,113,835		$	947,507
Capital Expenditures
		Industrial Electronics			$	12,687		$	14,154		$	7,551
		Computer Systems				8,612			21,626			10,801
		Corporate & Other				854			250			3,785
				Total Capital Expenditures	$	22,153		$	36,030		$	22,137
Depreciation and Amortization Expense
		Industrial Electronics			$	10,235		$	9,191		$	9,504
		Computer Systems				9,686			10,774			9,593
		Corporate & Other				7,123			6,378			3,893
				Total Depreciation and Amortization	$	27,044		$	26,343		$	22,990
Geographic Areas
	Net Sales
		United States			$	2,779,377		$	2,391,305		$	2,115,386
		Foreign				121,976			169,406			152,229
				Total Net Sales	$	2,901,353		$	2,560,711		$	2,267,615
	Long-Lived Assets
		United States			$	161,721		$	160,001		$	98,794
		Foreign				1,015			730			14,888
			Total Long-Lived Assets		$	162,736		$	160,731		$	113,682

33

REPORT OF
INDEPENDENT AUDITORS

SHAREHOLDERS AND THE BOARD OF DIRECTORS
Pioneer-Standard Electronics, Inc. and Subsidiaries

We have audited the accompanying Consolidated Balance Sheets of Pioneer-Standard Electronics, Inc. and Subsidiaries as of March 31, 2001 and 2000, and the related Consolidated Statements of Income, Shareholders’ Equity and Cash Flows for each of the three years in the period ended March 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pioneer-Standard Electronics, Inc. and Subsidiaries at March 31, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 2001, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Cleveland, Ohio
May 7, 2001

34

QUARTERLY FINANCIAL DATA (UNAUDITED) AND SHARE INFORMATION

			Year Ended March 31, 2001
			First		Second			Third		Fourth
(Dollars in Thousands, Except Per Share Data)			Quarter		Quarter(a)			Quarter		Quarter(b)		Year
	Net sales(c)		$	677,857	$	717,439		$	781,297	$	724,760	$	2,901,353
	Gross profit(c)			101,864		108,230			116,195		106,493		432,782
	Income before extraordinary charge			10,221		11,715			13,044		66		35,046
	Extraordinary charge			—		(470	)		—		—		(470	)
	Net income		$	10,221	$	11,245		$	13,044	$	66	$	34,576
	Net income per share:
		Basic	$	0.38	$	0.42		$	0.49	$	0.00	$	1.29
		Diluted	$	0.32	$	0.35		$	0.40	$	0.00	$	1.11
Dividends declared per common share			$	0.03	$	0.03		$	0.03	$	0.03	$	0.12
Price range per common share(e)			$	11.38-$15.88	$	12.50-$16.13		$	9.13-$14.50	$	10.50-$14.73	$	9.13-$16.13
Closing Price			$	14.75	$	13.56		$	11.00	$	12.25	$	12.25
			Year Ended March 31, 2000
			First		Second			Third		Fourth
(Dollars in Thousands, Except Per Share Data)			Quarter		Quarter(d)			Quarter		Quarter		Year
	Net sales(c)		$	578,197	$	634,251		$	670,625	$	677,638	$	2,560,711
	Gross profit(c)			88,420		95,868			101,192		104,547		390,027
	Net income		$	7,709	$	10,298		$	10,806	$	11,332	$	40,145
	Net income per share:
		Basic	$	0.29	$	0.39		$	0.41	$	0.43	$	1.52
		Diluted	$	0.26	$	0.32		$	0.34	$	0.35	$	1.27
Dividends declared per common share			$	0.03	$	0.03		$	0.03	$	0.03	$	0.12
Price range per common share(e)			$	6.50-$12.56	$	11.50-$15.00		$	11.50-$15.38	$	13.13-$18.75	$	6.50-$18.75
Closing Price			$	12.00	$	14.44		$	14.44	$	15.75	$	15.75

(a)	Included in the results of the second quarter of fiscal 2001 was an extraordinary charge from early extinguishment of debt of $0.5 million, net of tax benefit of $0.3 million ($.01 per share – diluted).
(b)	During the fourth quarter of fiscal 2001, the Company recorded a non-cash writedown of $14.2 million related to certain components of its information technology system assets. The charge after tax was $8.7 million or $0.24 per diluted share.
(c)	Net sales and gross profit have been restated for the adoption of EITF Issue No. 00-10, “Shipping and Handling Costs” (See Note 1 in the Consolidated Financial Statements) as disclosed in Form 8-K on May 9, 2001.
(d)	Included in the results of the second quarter of fiscal 2000 was a gain of $1.8 million ($1.1 million after tax, or $0.03 cents per share – diluted) for the disposal of assets no longer required in the business.
(e)	Price range per common share reflects the highest and lowest stock market prices on the NASDAQ during each quarter.

      As of May 1, 2001, there were 31,657,051 Common Shares (including 4,056,202 subscribed Common Shares) of Pioneer-Standard Electronics, Inc. outstanding, and there were 2,957 shareholders of record. The closing price of Pioneer-Standard Electronics, Inc. Common Shares on May 1, 2001, was $12.79.

35

SELECTED FINANCIAL DATA

			Year Ended March 31
(Dollars in Thousands, Except Per Share Data)			2001			2000			1999			1998			1997
Income
	Net sales(1)		$	2,901,353		$	2,560,711		$	2,267,615		$	1,693,168		$	1,516,052
	Income before income taxes(2)			67,084			77,225			60,668			52,233			40,321
	Income taxes			26,124			31,210			24,018			21,624			17,067
	Income before extraordinary charge(2)			35,046			40,145			30,809			30,497			23,254
	Extraordinary charge			(470	)		—			—			—			—
	Net income(2)		$	34,576		$	40,145		$	30,809		$	30,497		$	23,254
Financial Position
	Working capital		$	596,413		$	500,832		$	475,485		$	460,482		$	297,714
	Investments			58,057			46,030			13,964			6,531			—
	Total assets			1,183,610			1,113,835			947,507			957,099			594,113
	Long-term debt			390,999			320,205			313,240			336,234			173,587
	Mandatorily redeemable convertible trust preferred securities			143,750			143,750			143,750			125,000			—
	Shareholders’ equity		$	354,257		$	324,065		$	271,503		$	244,996		$	213,979
	Weighted shares outstanding
		Basic		26,793			26,409			26,351			26,205			22,732
		Diluted		36,616			36,178			35,711			26,949			23,236
Per Share Data
	Basic net income per share(2)		$	1.29		$	1.52		$	1.17		$	1.16		$	1.02
	Diluted net income per share(2)			1.11			1.27			1.03			1.14			1.00
	Cash dividends per share			0.12			0.12			0.12			0.12			0.12
	Book value per share		$	13.18		$	12.20		$	10.30		$	9.30		$	8.22
	Price range of common shares
		High	$	16.13		$	18.75		$	13.19		$	18.25		$	16.50
		Low	$	9.13		$	6.50		$	5.63		$	11.38		$	10.25
Other Comparative Data
	Sales per employee		$	1,138		$	1,042		$	883		$	770		$	742
	Gross profit percent of sales(1)			14.9	%		15.2	%		15.4	%		17.5	%		17.0	%
	Operating expense percent of sales(1)			11.0	%		11.3	%		11.7	%		13.2	%		13.2	%
	Net income percent of sales(2)			1.2	%		1.6	%		1.4	%		1.8	%		1.5	%
	Working capital as a percent of sales			20.6	%		19.6	%		21.0	%		27.2	%		19.6	%
	Debt to total capital(3)			44.0	%		40.9	%		43.2	%		47.8	%		45.2	%
	Return on equity(2)(4)			8.3	%		10.5	%		9.3	%		10.5	%		10.9	%
	Average number of employees			2,550			2,457			2,568			2,199			2,042

(1)	Prior year amounts have been reclassified to conform with 2001 presentation.
(2)	During fiscal 2001, the Company recognized a non-cash writedown of $14.2 million ($8.7 million, after tax) for the abandonment of certain information technology system assets.
(3)	Debt to total capital is calculated as current and long-term debt divided by current and long-term debt plus shareholders’ equity and mandatorily redeemable convertible trust preferred securities.
(4)	Return on equity is calculated as net income plus distributions on convertible trust preferred securities divided by average shareholders’ equity and average convertible trust preferred securities. The 2001 return on equity adjusted for the information technology system asset writedown of $14.2 million is 10.1%

36

CORPORATE DIRECTORY

DIRECTORS

James L. Bayman ¹
Chairman and Chief Executive Officer
Pioneer-Standard Electronics, Inc.

Charles F. Christ ³
Retired Vice President and General
Manager of Components Division
Digital Equipment Corporation
(computer and office equipment)

Thomas A. Commes ²
Retired President and
Chief Operating Officer
Sherwin-Williams Company
(coatings and related products)

Victor Gelb ^1,2,3
President
Victor Gelb, Inc.
(industrial fibers)

Keith M. Kolerus
Retired Vice President
National Semiconductor Corporation
(computer components)

Arthur Rhein
President and Chief Operating Officer
Pioneer-Standard Electronics, Inc.

Edwin Z. Singer ^1,2,3
Retired Chairman of the Board
Sandusco, Inc.
(wholesale merchandising, real estate)

Thomas C. Sullivan ^1,3
Chairman of the Board and
Chief Executive Officer
RPM, Inc.
(specialty coatings and membranes)

Karl E. Ware ²
Chairman and Chief Executive Officer
Ware Industries
(personal investments)

EXECUTIVE OFFICERS

James L. Bayman
Chairman and Chief Executive Officer

Arthur Rhein
President and Chief Operating Officer

Robert J. Bailey
Senior Vice President, Marketing
Computer Systems Division

Steven M. Billick
Senior Vice President and
Chief Financial Officer

Peter J. Coleman
Senior Vice President, Sales
Computer Systems Division

Jean M. Miklosko
Vice President and Treasurer

Thomas Pitera
President
Industrial Electronics Division

Richard A. Sayers II
Senior Vice President
Corporate Services

Lawrence N. Schultz
Secretary

Kathryn K. Vanderwist
Vice President, General Counsel
and Assistant Secretary

CORPORATE OFFICES

Pioneer-Standard Electronics, Inc.
6065 Parkland Blvd.
Cleveland, Ohio 44124
Phone: (440) 720-8500

LEGAL COUNSEL

Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114

INDEPENDENT AUDITORS

Ernst & Young LLP
1300 Huntington Building
Cleveland, Ohio 44115

¹ Executive Committee
² Audit Committee
³ Compensation Committee

SHAREHOLDER INFORMATION

TRANSFER AGENT AND REGISTRAR

National City Bank
Corporate Trust Operations
P.O. Box 92301
Cleveland, Ohio 44139-0900
800-622-6757

COMMON SHARES

NASDAQ Symbol: PIOS
Quoted on the National Market System

TRUSTEE FOR THE 9.5 PERCENT SENIOR NOTES

Firstar
425 Walnut Street
P.O. Box 1118
Cincinnati, Ohio 45201-1118

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The plan allows for full or partial dividend reinvestment, and additional monthly cash investments up to $5,000 per month, in Pioneer-Standard Common Shares without brokerage commissions or service charges on stock purchases. If you are interested in joining the Plan and need an authorization form and/or more background information, please call:

        National City Bank
        Corporate Trust Operations
        800-622-6757

FORM 10-K

A copy of the Company’s annual report on Form 10-K, which is filed with the Securities and Exchange Commission, may be obtained by writing:

        Pioneer-Standard Electronics, Inc.
        Investor Relations
        6065 Parkland Blvd.
        Cleveland, Ohio 44124

ANNUAL MEETING

Shareholders and other interested persons are cordially invited to attend the Annual Meeting of Shareholders at Noon, Tuesday, July 24, 2001, at:

        Pioneer-Standard Electronics, Inc.
        Computer Systems Division
        6675 Parkland Boulevard
        Solon, Ohio 44139

AFFIRMATIVE ACTION POLICY

Pioneer-Standard Electronics, Inc. is an equal opportunity and affirmative action employer committed to a policy of equal employment opportunity for all persons, regardless of race, color, sex, religion, national origin, ancestry, place of birth, age, marital status, sexual orientation, disability or veteran status.

WORLD WIDE WEB SITE

www.pioneerstandard.com

PIONEER-STANDARD ELECTRONICS, INC.
6065 PARKLAND BLVD. CLEVELAND, OHIO 44124 TEL 440.720.8500 FAX 440.720.8501
WWW.PIONEERSTANDARD.COM

  EX-21 8 l89012aex21.txt EX-21 SUBSIDIARIES OF PIONEER STANDARD ELECTRONICS 1 Exhibit 21 SUBSIDIARIES OF PIONEER-STANDARD ELECTRONICS, INC. State or jurisdiction of Subsidiaries of the Company organization or incorporation - --------------------------- ----------------------------- Pioneer-Standard Canada Inc. Ontario Pioneer-Standard FSC, Inc. Virgin Islands of the United States Pioneer-Standard Illinois, Inc. Delaware Pioneer-Standard Minnesota, Inc. Delaware Pioneer-Standard Electronics, Ltd. Delaware Pioneer-Standard Financial Trust Delaware The Dickens Services Group, a Pioneer-Standard Company, LLC Delaware Supplystream, Inc. New York Pioneer-Standard Electronics GmbH Germany EX-23 9 l89012aex23.txt EX-23 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10-K) of Pioneer-Standard Electronics, Inc. and Subsidiaries of our report dated May 7, 2001 included in the 2001 Annual Report to Shareholders of Pioneer-Standard Electronics, Inc. and Subsidiaries. We also consent to the incorporation by reference in the Registration Statements (Forms S-3 and Forms S-8) listed below and the related prospectuses of Pioneer-Standard Electronics, Inc. and Subsidiaries of our reports dated May 7, 2001 with respect to the consolidated financial statements of Pioneer-Standard Electronics, Inc. and Subsidiaries incorporated by reference in this Annual Report (Form 10-K) for the year ended March 31, 2001 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission: - Registration of 220,000 Common Shares (Form S-3 No. 333-26697) - Registration of 1,000,000 Common Shares (Form S-3 No. 333-74225) - Registration of 2,875,000 Trust Preferred Securities (Form S-3 No. 333-57359) - 1995 Stock Option Plan for Outside Directors of Pioneer-Standard Electronics, Inc. (Form S-8 No. 333-07143) - 1991 Incentive Stock Option Plan of Pioneer-Standard Electronics, Inc. (Forms S-8 No. 33-46008 and 33-53329) - 1982 Incentive Stock Option Plan of Pioneer-Standard Electronics, Inc. (Form S-8 No. 33-18790) - The Retirement Plan of Pioneer-Standard Electronics, Inc. (Form S-8 No. 333-40750). /s/ Ernst & Young LLP Cleveland, Ohio June 28, 2001 10-K 10 l89012ae10-k_pdf.pdf PDF COURTESY COPY OF FORM 10-K begin 644 l89012ae10-k_pdf.pdf M)5!$1BTQ+C(-"B7BX\_3#0HR(#`@;V)J#0H\/`T*+TQE;F=T:"`T,3@Q#0H^ M/@T*2!$871A*51J M#0I%5`T*-CDN,#D@-S8R+C@Q(&T-"C,R."XW-R`W-C(N.#$@;`T*4PT*0E0- M"C$R(#`@,"`Q,B`V.2XP.2`W-3`N-3<@5&T-"BA)=&5M(#DN($-H86YG97,@ M:6X@86YD($1I&5C=71I=F4@ M3V9F:6-E&AI8FET'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8R(#4@ M,"!2#0HO1C0@-B`P(%(-"CX^#0HO17AT1U-T871E(#P\#0HO1U,Q(#<@,"!2 M#0H^/@T*/CX-"F5N9&]B:@T*,3`@,"!O8FH-"CP\#0HO3&5N9W1H(#0T,C,- M"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G65A2!C:&5C:R!M87)K('=H971H97(@=&AE(%)E9VES=')A M;G0@7"@Q7"D@:&%S(&9I;&5D(&%L;"!R97!O&-H86YG92!!8W0@;V8@,3DS-"!D M=7)I;F<@=&AE('!R96-E9&EN9R`Q,B!M;VYT:',@7"AO7,N("E4:@T*5"H-"C`N,#`P-B!48PT*,"XP M,#$@5'<-"BA997,@("!8("E4:@T*150-"C`@1PT*,"!*(#`@:B`P+C(T('<@ M,3`@32!;73`@9`T*-3`N,S<@,S@P+CDW(&T-"C8U+C(U(#,X,"XY-R!L#0I3 M#0I"5`T*,3(@,"`P(#$R(#8U+C(U(#,X,BXQ-R!4;0T*,"!48PT*,"!4=PT* M6R@@("!.;R`@*2TT-RXY*"`@("`I751*#0I%5`T*.34N-#D@,S@P+CDW(&T- M"C$P-RXY-R`S.#`N.3<@;`T*4PT*0E0-"C$R(#`@,"`Q,B`R-2XV-2`S-30N M-3<@5&T-"BA);F1I8V%T92!B>2!C:&5C:R!M87)K(&EF(&1I2!N;VXM869F:6QI871E2!3=&%T96UE M;G0@=&\@8F4@=7-E9"!I;B!C;VYN96-T:6]N('=I=&@@:71S($%N;G5A;"!- M965T:6YG(&]F("E4:@T*,"`M,2XQ,B!41`T**%-H87)E:&]L9&5R2!R M969E&-E<'0@87,@;W1H97)W:7-E('-T871E M9"P@=&AE(&EN9F]R;6%T:6]N(&-O;G1A:6YE9"!I;B!T:&ES($%N;G5A;"!2 M97!O'1' M4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ,R`P(&]B M:@T*/#P-"B],96YG=&@@-30S-`T*/CX-"G-TF5D M(&%S(&%N($]H:6\@8V]R<&]R871I;VX@:6X@,3DV,R!A;F0@;6%I;G1A:6YS M(&ET2X@5&AE M($-O;7!A;GD@86QS;R!I;F-R96%S960@:71S(&EN=F5S=&UE;G1S(&EN(&5X M:7-T:6YG(&%F9FEL:6%T97,L("E4:@T*5"H-"BA7;W)L9"!096%C92!);F1U M2`I5&H-"E0J#0HH86-Q=6ER960@86X@.#4E(&EN=&5R M97-T(&EN(%-U<'!L>7-TFEN9R!I;B!S=7!P;'D@8VAA:6X@9&5C:7-I;VX@2!E;F%B;&EN9R!A(&9A M2P@=&AE($-O;7!A;GE<,C(R5PR,C)S M($EN9'5S=')I86P@16QE8W1R;VYI8W,@1&EV:7-I;VX@:7,@82!B2!A;F0@9&5M86YD M(&%S2!C87!A8FEL:71Y(&]C8W5R2!H M87,@8F5E;B`I5&H-"E0J#0HH:&EG:"!R96QA=&EV92!T;R!D96UA;F0L('!R M:6-E5PR M,C)S(')E7-T96US+B`I5&H-"B]&-"`Q(%1F#0HW+CD@,"!4 M1`T**%1H92!#;VUP86YY7#(R,G,@0V]M<'5T97(@4WES=&5M7-T96US+"!S;V9T=V%R M92P@7-T96US(&1I7-T96US('!R;V1U8W1S("E4:@T*5"H-"BAA;F0@=F%L=64@ M861D960@65A2!O8G-O M;&5T92!I;B!A(')E;&%T:79E;'D@2!H87,@97AP97)I96YC960@&5D(&%S5PR,C)S('-A;&5S('9O;'5M92X@ M5&AE(&QA2!O=&AE2X@*51J#0HO1C(@,2!49@T*,"`M,BXS-B!41`T* M*$EN=F5N=&]R>2E4:@T*+T8T(#$@5&8-"C`@+3(N,S0@5$0-"B@@("`@("!4 M:&4@0V]M<&%N>2!M=7-T(&UA:6YT86EN(&-E2!I;B!OF4@:71S(&EN=F5N=&]R M>2!E>'!O2!R971U2!T:&4@0V]M<&%N>2!U<&]N("E4:@T*5"H-"BAC86YC M96QL871I;VX@;V8@82!D:7-T2`I5&H-"E0J#0HH9F]R('!R;V1U8W0@ M;V)S;VQE2!B96QI979E2!T:&4@0V]M M<&%N>2!O8G-O;&5T92!O2!M M87D@:&%V92!H:6=H("E4:@T*5"H-"BAI;G9E;G1O'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD;V)J M#0HR,"`P(&]B:@T*/#P-"B],96YG=&@@-#DV,0T*/CX-"G-T2!S97)V97,@8W5S=&]M M97)S(&EN(&UA;GD@;6%J;W(@;6%R:V5T2!H87,@;F]T(&AA9"!A('-I9VYI9FEC86YT(&)A M8VML;V<@;V8@;W)D97)S+"!A;'1H;W5G:"!S;VUE('-H:7!M96YT2!O M=F5R(&%N(&5X=&5N9&5D('!E7-T96US('!R;V1U8W1S(&%R92!H:6=H;'D@8V]M<&5T:71I=F4L("E4:@T* M,"`M,2XQ,B!41`T**'!R:6UA2!W:71H(')E2!A;F0@879A:6QA8FEL:71Y(&]F("E4 M:@T*5"H-"BAP2!F;W(@<')O9'5C M=',@9&ES=')I8G5T960L(&%N9"!I;B!D979E;&]P:6YG(&%N9"!M86EN=&%I M;FEN9R!R96QA=&EO;G-H:7!S('=I=&@@*51J#0I4*@T**&-U2!O9B!T:&4@ M9&ES=')I8G5T;W)S('=I=&@@=VAI8V@@=&AE($-O;7!A;GD@8V]M<&5T97,@ M*51J#0I4*@T**&%R92!R96=I;VYA;"!O2!D96-I9&4@=&\@9&ES=')I M8G5T92`I5&H-"E0J#0HH<')O9'5C=',@9&ER96-T;'D@=&\@=&AE(&-U7-T96US(&1I5PR,C)S(')E=F5N=65S(&%N9"!L;W-S(&]F(&UA2!C;VYT:6YU86QL>2!R979I97=S(&%C<75I5PR,C)S(&-O;G1I;G5E M9"!G2!I&ES=&EN9R!S:&%R96AO;&1E5PR M,C)S(&9I;F%N8VEA;"`I5&H-"E0J#0HH8V]N9&ET:6]N(&%N9"!R97-U;'1S M(&]F(&]P97)A=&EO;G,@;W(@=&AE('!R:6-E(&]F('1H92!#;VUP86YY7#(R M,G,@0V]M;6]N(%-H87)E7,@96YT86EL2!M87D@;F]T(&)E(&%B;&4@=&\@:6YT M96=R871E('1H92!O<&5R871I;VYS(&]F('1H92`I5&H-"E0J#0HH86-Q=6ER M960@8G5S:6YE'1'4W1A=&4@ M/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD;V)J#0HR,R`P(&]B:@T*/#P- M"B],96YG=&@@-3(Q.0T*/CX-"G-T65E65E2!D:7-T5PR,C)S('-A;&5S+BE4:@T* M+T8R(#$@5&8-"C`@+3(N,S8@5$0-"BA)=&5M(#(N("E4:@T*+T8U(#$@5&8- M"C,N,C@@,"!41`T**%!R;W!E2P@96%C:"!L;V-A=&5D(&EN($-L979E;&%N9"P@*51J#0HP("TQ M+C$R(%1$#0HH3VAI;RX@5&AE(&QA2!H;W5S97,@8V5R M=&%I;B!C;W)P;W)A=&4L(&%C8V]U;G1I;F<@86YD(&EN9F]R;6%T:6]N('-Y M2X@26X@861D:71I;VXL('1H92!#;VUP86YY(&]W;G,@82`Q,#8L,#`P('-Q M=6%R92!F;V]T(&9A8VEL:71Y+"!L;V-A=&5D("E4:@T*5"H-"BAI;B!4=VEN M5PR,C)S(&-O69I96QD($AE:6=H=',L M($]H:6\L('1O("E4:@T*5"H-"BAW:&EC:"!T:&4@0V]M<&%N>2!E;G1E65A5PR,C)S(&]P97)A=&EO;G,@;V-C=7!Y(&$@=&]T86P@;V8@*51J#0I4 M*@T**&%P<')O>&EM871E;'D@,2PT,C2P@87!P2`Q+#(X-"PP,#`@2X@5&AE($-O;7!A;GD@8F5L:65V97,@=&AA="!I=',@9&ES M=')I8G5T:6]N(&%N9"!O9F9I8V4@9F%C:6QI=&EE2XI5&H-"B]&,B`Q(%1F#0HP("TR+C,V(%1$#0HH271E;2`S+B`I5&H-"B]& M-2`Q(%1F#0HS+C(X(#`@5$0-"BA,96=A;"!02!R;W5T:6YE(&QI=&EG871I M;VX@*51J#0HP("TQ+C$R(%1$#0HH:6YC:61E;G1A;"!T;R!I=',@5PR,C)S(&5X96-U=&EV92!O9F9I8V5R'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD M;V)J#0HR-B`P(&]B:@T*/#P-"B],96YG=&@@-C(U,0T*/CX-"G-T6UA;BDM-#(Y,BXS*#8T*2TV M.3`N-RA#:&%I2!S:6YC92!!<')I;"`S+"`Q.3DU+B`I5&H-"C$U M+C@U.#<@,RXS-32`I5&H-"E0J#0HH5PR,C)S($-O;7!U=&5R(%-Y2X@1G)O M;2!P2XI5&H-"B]& M,2`Q(%1F#0HQ,B`P(#`@,3(@-C6X@2RX@5F%N9&5R=VES="DM,C`W,2XU*#0Q*2TV.3`N M-RA6:6-E(%!R97-I9&5N="P@1V5N97)A;"!#;W5N2XI751*#0HR,RXQ,B`M,BXS(%1$#0HH-2`I5&H-"D54#0IE;F1S M=')E86T-"F5N9&]B:@T*,C<@,"!O8FH-"CP\#0HO4')O8U-E="!;+U!$1B`O M5&5X="!=#0HO1F]N="`\/`T*+T8Q(#0@,"!2#0HO1C(@-2`P(%(-"B]&-"`V M(#`@4@T*/CX-"B]%>'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T* M96YD;V)J#0HR.2`P(&]B:@T*/#P-"B],96YG=&@@,SDW,0T*/CX-"G-T6UE;G0@86=R965M96YT2!U;F1E2!U<&]N(&%U=&AO&EM=6T@ M;V8@)#4L,#`P('!E2P@;V8@=&AE($YO=&5S('1O($-O;G-O;&ED871E9"!&:6YA M;F-I86P@*51J#0I4*@T**%-T871E;65N=',@;V8@=&AE($-O;7!A;GDN*51J M#0HO1C(@,2!49@T*,"`M,BXS-B!41`T**$ET96T@-BX@*51J#0HO1C4@,2!4 M9@T*,RXR."`P(%1$#0HH4V5L96-T960@1FEN86YC:6%L($1A=&$I5&H-"B]& M-"`Q(%1F#0HM,RXR."`M,BXS-"!41`T**"`@("`@(%1H92!I;F9O2!T:&ES($ET96T@:7,@5PR,C)S(#(P,#$@06YN=6%L("E4 M:@T*,"`M,2XQ,B!41`T**%)E<&]R="!T;R!3:&%R96AO;&1E2!R969E5PR,C)S(#(P M,#$@06YN=6%L("E4:@T*,"`M,2XQ,B!41`T**%)E<&]R="!T;R!3:&%R96AO M;&1E'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD M;V)J#0HS,R`P(&]B:@T*/#P-"B],96YG=&@@,C4W,PT*/CX-"G-T'D@4W1A=&5M M96YT('1O(&)E('5S960@:6X@8V]N;F5C=&EO;B!W:71H('1H92!#;VUP86YY M7#(R,G,@,C`P,2!!;FYU86P@365E=&EN9R`I5&H-"E0J#0HH;V8@4VAA2`R-"P@,C`P,2!<*'1H92!<,C(S M,C`P,2!02!3=&%T96UE;G1<,C(T7"D@:7,@:6YC;W)P;W)A=&5D(&AE M2!R969E&-H86YG92!!8W0@;V8@,3DS-"!B>2!T:&4@ M*51J#0I4*@T**$-O;7!A;GE<,C(R2!T:&ES($ET96T@ M87,@=&\@=&AE(&5X96-U=&EV92!O9F9I8V5R2!I M5PR,C)S(#(P,#$@4')O>'D@4W1A=&5M96YT('5N M9&5R('1H92!C87!T:6]N&5C=71I=F4@3V9F:6-E&5C=71I M=F4@4F5T:7)E;65N="!0;&%N+%PR,C0@7#(R,T5M<&QO>6UE;G0@*51J#0I4 M*@T**$%G2!T:&ES($ET M96T@:7,@2!3=&%T96UE;G0@=6YD97(@=&AE(&-A<'1I;VX@*51J#0HP("TQ+C$R(%1$ M#0HH7#(R,U-H87)E($]W;F5R'1'4W1A=&4@ M/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD;V)J#0HS-B`P(&]B:@T*/#P- M"B],96YG=&@@,CDW-PT*/CX-"G-T2!A;F0@:71S('-U8G-I9&EA5PR,C)S(#(P M,#$@06YN=6%L(%)E<&]R="!T;R!3:&%R96AO;&1E2!R969E65A5PR,C)S(#(P,#$@06YN=6%L(%)E<&]R M="!T;R!3:&%R96AO;&1E65A&-H86YG92!!8W0@;V8@,3DS-"P@ M4&EO;F5E2!C875S960@=&AI2!T:&4@ M=6YD97)S:6=N960L("E4:@T*5"H-"BAT:&5R975N=&\@9'5L>2!A=71H;W)I M>F5D+"!I;B!T:&4@0VET>2!O9B!#;&5V96QA;F0L(%-T871E(&]F($]H:6\L M(&]N($IU;F4@,C@L(#(P,#$N("E4:@T*5"H-"C$X+C0U(%1C#0I;*"`@*3$V M,S8P*"`I751*#0HR,2XP-"`M,2XQ,B!41`T*,"!48PT**%!)3TY%15(M4U1! M3D1!4D0@14Q%0U123TY)0U,L($E.0RXI5&H-"C$P+C`W.2`P(#`@,3`N,#6UA M;BE4:@T*5"H-"BA#:&%I2!T:&4@*51J#0HP("TQ+C$R(%1$#0HH9F]L M;&]W:6YG('!E'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD M;V)J#0HT-"`P(&]B:@T*/#P-"B],96YG=&@@,30W,`T*/CX-"G-T65A M2!O9B!T:&4@0V]M<&%N>5PR,C)S(&UA;F%G96UE;G0N($]U2!I'!R97-S(&%N(&]P:6YI;VX@8F%S960@;VX@*51J M#0I4*@T**&]U2!I;B!A;&P@ M;6%T97)I86P@'0@70T*+T9O M;G0@/#P-"B]&,2`T(#`@4@T*+T8R(#4@,"!2#0HO1C0@-B`P(%(-"CX^#0HO M17AT1U-T871E(#P\#0HO1U,Q(#<@,"!2#0H^/@T*/CX-"F5N9&]B:@T*-#<@ M,"!O8FH-"CP\#0HO3&5N9W1H(#(X,38-"CX^#0IS=')E86T-"C$@9PT*+T=3 M,2!G'0@70T*+T9O;G0@/#P-"B]&,2`T M(#`@4@T*+T8R(#4@,"!2#0HO1C4@,34@,"!2#0HO1C<@-#D@,"!2#0H^/@T* M+T5X=$=3=&%T92`\/`T*+T=3,2`W(#`@4@T*/CX-"CX^#0IE;F1O8FH-"C4Q M(#`@;V)J#0H\/`T*+TQE;F=T:"`T-#&AI8FET($YO+BDM,C0Q.#0N-BA$*3`N M,2AE65A5PR,C)S(%)E9VES=')A M=&EO;B`I5&H-"E0J#0HH4W1A=&5M96YT(&]N($9O65A&AI8FET(#$P M+C$@*51J#0I4*@T**'1O('1H92!#;VUP86YY7#(R,G,@4F5G:7-T65A&AI8FET(#1<*&Y<*2!T;R!T:&4@0V]M<&%N>5PR,C)S M($%N;G5A;"`I5&H-"E0J#0HH4F5P;W)T(&]N($9O2!A;F0@5VEL;6EN9W1O;B!465A&AI M8FET(#1<*&]<*5PI+"`I751*#0HV+C(V("TQ+C$R(%1$#0HH=VAI8V@@:7,@ M:6YC;W)P;W)A=&5D(&AE2!R969E&AI8FET($YO+BDM,C0Q.#0N M-BA$*3`N,2AE&AI8FET(#1<*')<*2!T;R!T:&4@0V]M<&%N M>5PR,C)S("E4:@T*5"H-"BA!;FYU86P@4F5P;W)T(&]N($9O2!A;F0@86UO;F<@1&EC:V5N2!O9B!A;GD@;VUI='1E9"!S8VAE9'5L92!T;R!T:&4@0V]M;6ES2!A;F0@8F5T=V5E;B!T:&4@0V]M<&%N>2!A;F0@ M4')E5PR,C)S($%N;G5A;"`I M5&H-"E0J#0HH4F5P;W)T(&]N($9O2!A;F0@8F5T=V5E;B!T:&4@*5U42@T*-BXR-B`M,2XQ,B!41`T* M*$-O;7!A;GD@86YD($IO:&X@5BX@1V]O9&=E2!R969E5PR,C)S(%%U87)T97)L>2!297!O2!R969E5PR M,C)S($%M96YD960@86YD(%)E&AI8FET(#0N,2!T;R!T:&4@ M0V]M<&%N>5PR,C)S($9O5PR,C)S($%M96YD960@,3DY-2!3 M=&]C:R!/<'1I;VX@4&QA;B!F;W(@3W5T&AI8FET(#DY+C$@=&\@=&AE($-O;7!A;GE< M,C(R5PR,C)S($%N;G5A;"!297!O5PR,C)S M($%N;G5A;"!297!O2!A;F0@86UO;F<@4&EO;F5E&AI8FET(#$P7"AK7"D@=&\@=&AE($-O;7!A;GE<,C(R2`U+"`R,#`P+"!B>2!A;F0@86UO;F<@*5U42@T*-BXR-B`M,2XQ,B!4 M1`T**%!I;VYE97(M4W1A;F1A&AI8FET(#$P7"AL7"D@=&\@=&AE("E4:@T*5"H-"BA#;VUP86YY M7#(R,G,@06YN=6%L(%)E<&]R="!O;B!&;W)M(#$P+4L@9F]R('1H92!Y96%R M(&5N9&5D($UA&AI M8FET($YO+BDM,C0Q.#0N-BA$*3`N,2AE2!R969E M&AI8FET(#$P M+C8@=&\@=&AE($-O;7!A;GE<,C(R5PR,C)S($%N;G5A;"!297!O65A2`R-2P@,C`P M,"P@8F5T=V5E;B!0:6]N965R+5-T86YD87)D($5L96-T2!R969E5PR,C)S M($%N;G5A;"!297!O65A2`R-2P@,C`P,"P@ M8F5T=V5E;B!0:6]N965R+5-T86YD87)D("E=5$H-"C8N,C8@+3$N,3(@5$0- M"BA%;&5C=')O;FEC2!R969E5PR,C)S($%N M;G5A;"!297!O65A5PR,C)S(%%U M87)T97)L>2!297!O6UA;BP@=VAI8V@@:7,@:6YC;W)P;W)A=&5D(&AE2!R969E5PR,C)S(%%U87)T97)L>2!297!O6UE M;G0@86=R965M96YT+"!E9F9E8W1I=F4@07!R:6P@,2P@,C`P,"P@8F5T=V5E M;B!0:6]N965R+5-T86YD87)D("E=5$H-"C8N,C8@+3$N,3(@5$0-"BA%;&5C M=')O;FEC&AI8FET(#$P+C(@ M=&\@=&AE("E4:@T*5"H-"BA#;VUP86YY7#(R,G,@475A5PR,C)S("E4:@T*5"H-"BA1=6%R=&5R;'D@4F5P M;W)T(&]N($9O6YD:6-A=&EO;B!! M9V5N="P@86YD($%"3B!!35)/($)A;FLL($XN5BXL(&%S($1O8W5M96YT871I M;VX@06=E;G0L('=H:6-H(&ES(&EN8V]R<&]R871E9"`I5&H-"E0J#0HH:&5R M96EN(&)Y(')E9F5R96YC92!T;R!%>&AI8FET(#$P+C0@=&\@=&AE($-O;7!A M;GE<,C(R'1'4W1A=&4@/#P-"B]'4S$@-R`P M(%(-"CX^#0H^/@T*96YD;V)J#0HV,"`P(&]B:@T*/#P-"B],96YG=&@@,S(U M-@T*/CX-"G-T2!#6YD:6-A=&EO;B!!9V5N="P@86YD($%"3B!!35)/($)A;FLL M($XN5BXL(&%S("E4:@T*+T8T(#$@5&8-"E0J#0HH1&]C=6UE;G1A=&EO;B!! M9V5N="P@=VAI8V@@:7,@:6YC;W)P;W)A=&5D(&AE2!R969E2!297!O%PI*2TR-S,S+CDH0VAA;F=E(&]F($-O;G1R;VP@06=R M965M96YT+"!D871E9"!A2`R-2P@,C`P,"P@8F5T=V5E M;B!0:6]N965R+5-T86YD87)D($5L96-TEPI*2TR-S@Y+CDH0VAA;F=E(&]F($-O;G1R;VP@06=R M965M96YT+"!D871E9"!A2`R-2P@,C`P,"P@8F5T=V5E M;B!0:6]N965R+5-T86YD87)D($5L96-T&AI8FET(#DY7"AA7"D@=&\@=&AE($-O;7!A M;GE<,C(R&AI8FET(#DY7"AB7"D@=&\@=&AE($-O;7!A;GE<,C(R7!E(#$- M"B](86QF=&]N94YA;64@*$1E9F%U;'0I#0HO1G)E<75E;F-Y(#8P#0HO06YG M;&4@-#4-"B]3<&]T1G5N8W1I;VX@+U)O=6YD#0H^/@T*96YD;V)J#0HW(#`@ M;V)J#0H\/`T*+U1Y<&4@+T5X=$=3=&%T90T*+U-!(&9A;'-E#0HO3U`@9F%L M7!E("]&;VYT#0HO4W5B='EP92`O5'EP93$-"B].86UE("]&,0T*+T)A7!E("]&;VYT#0HO4W5B='EP92`O5'EP93$-"B].86UE("]&,@T*+T)A7!E("]4>7!E,0T*+TYA;64@+T8T#0HO16YC;V1I M;F<@-C,@,"!2#0HO0F%S949O;G0@+U1I;65S+5)O;6%N#0H^/@T*96YD;V)J M#0HQ-2`P(&]B:@T*/#P-"B]4>7!E("]&;VYT#0HO4W5B='EP92`O5'EP93$- M"B].86UE("]&-0T*+T)A7!E("]4>7!E M,0T*+TYA;64@+T8V#0HO16YC;V1I;F<@-C,@,"!2#0HO0F%S949O;G0@+U1I M;65S+4ET86QI8PT*/CX-"F5N9&]B:@T*-#D@,"!O8FH-"CP\#0HO5'EP92`O M1F]N=`T*+U-U8G1Y<&4@+U1Y<&4Q#0HO3F%M92`O1C<-"B]%;F-O9&EN9R`V M,R`P(%(-"B]"87-E1F]N="`O5&EM97,M0F]L9`T*/CX-"F5N9&]B:@T*-C,@ M,"!O8FH-"CP\#0HO5'EP92`O16YC;V1I;F<-"B]$:69F97)E;F-E"]T:6QD92]M86-R;VXO8G)E=F4O9&]T M86-C96YT+V1I97)E7)I9VAT+V]R9&9E;6EN:6YE(#$W,B]L;V=I M8V%L;F]T+VAY<&AE;B]R96=I"])9&EE2]/7!E("]086=E#0HO4&%R M96YT(#@@,"!2#0HO4F5S;W5R8V5S(#$T(#`@4@T*+T-O;G1E;G1S(#$S(#`@ M4@T*/CX-"F5N9&]B:@T*,38@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A M7!E("]086=E#0HO M4&%R96YT(#@@,"!2#0HO4F5S;W5R8V5S(#(T(#`@4@T*+T-O;G1E;G1S(#(S M(#`@4@T*/CX-"F5N9&]B:@T*,C4@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T* M+U!A7!E("]086=E M#0HO4&%R96YT(#@@,"!2#0HO4F5S;W5R8V5S(#,T(#`@4@T*+T-O;G1E;G1S M(#,S(#`@4@T*/CX-"F5N9&]B:@T*,S4@,"!O8FH-"CP\#0HO5'EP92`O4&%G M90T*+U!A7!E M("]086=E#0HO4&%R96YT(#0R(#`@4@T*+U)E7!E("]086=E#0HO4&%R96YT(#0R(#`@4@T*+U)E7!E("]086=E7!E("]086=EF4@-C8-"B]2;V]T(#8T(#`@4@T*+TEN M9F\@-C4@,"!2#0HO240@6SPP-C0S,6-D-S(P860S961B,&9B8S5A.&9C.&0W M-S`T83X\,#8T,S%C9#')E9@T*.#`S,#,-"B4E14]�H_ ` end EX-13 11 l89012aex13pdf.pdf PDF COURTESY COPY OF EXHIBIT 13 begin 644 l89012aex13pdf.pdf M)5!$1BTQ+C(-"B7BX\_3#0HR(#`@;V)J#0H\/`T*+TQE;F=T:"`W,#0-"CX^ M#0IS=')E86T-"C$@9PT*+T=3,2!G&AI8FET(#$S("E4:@T*+3$U+C,V("TR+C,@5$0-"BA0 M24].1452+5-404Y$05)$($5,14-44D].24-3+"!)3D,N("E4:@T*+3(W+C$X M("TR+C,@5$0-"BA$249&15)%3E0@*51J#0I%5`T*,"XU($<-"C`@2B`P(&H@ M,"XR-"!W(#$P($T@6UTP(&0-"C4X-BXU,R`X.#`N-C4@;0T*,C4N-C4@.#@P M+C8U(&P-"C(U+C8U(#@X,"XV-2!M#0HR-2XV-2`X.#`N,3<@;`T*4PT*,"XY M,#(@1PT*,C4N-C4@.#@P+C$W(&T-"C4X-BXU,R`X.#`N,3<@;`T*-3@V+C4S M(#@X,"XQ-R!M#0HU.#8N-3,@.#@P+C8U(&P-"E,-"D)4#0HO1C0@,2!49@T* M,3(@,"`P(#$R(#,V,BXS-R`X-3,N,CD@5&T-"C`N,C$@5'<-"ELH7#(R-2DM M,3`H($E.3D]6051)5D4I751*#0HP("TQ+C$R(%1$#0HP(%1W#0HH("E4:@T* M5"H-"C`N,C$@5'<-"ELH7#(R-2DM,3`H($-214%4259%*5U42@T*5"H-"C`@ M5'<-"B@@*51J#0I4*@T*,"XR,2!4=PT*6RA<,C(U*2TQ,"@@0T],3$%"3U)! M5$E612E=5$H-"BTR."XP-B`M,BXS(%1$#0HP(%1W#0HH,C`P,2!!3DY504P@ M4D503U)4("E4:@T*,C,N,C0@+3(N,R!41`T**"`@*51J#0I%5`T*96YD2!H87,@82!W96QL+65S=&%B;&ES:&5D(')E<'5T M871I;VX@9F]R('=O2!C:&%N9VEN9R!N965D M5PR,C)S M(&UO7-T96T@2!A;&EG;F5D('=I=&@@9W)O=VEN9R!H:6=H+71E M8VAN;VQO9WD@;6%R:V5T2!I2DM,C$R,S(H,S8I751*#0I4*@T*6RA3:&%R96AO;&1E'0@70T*+T9O M;G0@/#P-"B]&,2`T(#`@4@T*+T8T(#4@,"!2#0H^/@T*+T5X=$=3=&%T92`\ M/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE;F1O8FH-"C$R(#`@;V)J#0H\/`T* M+TQE;F=T:"`U.30U#0H^/@T*&5S*2TQ-S@V-2XS*#(V+#$R-"DM-#4X-"XR M*#,Q+#(Q,"DM-#8S,2XY*#(T+#`Q."E=5$H-"E0J#0I;*$YE="!I;F-O;64I M+3$V-S8Y+C(H)"DM,3(V,BXQ*#,T+#4W-BDM,C@R,BXR*"0I+3$R-C(N,2@T M,"PQ-#4I+3(X-CDN."@D*2TQ,C8R+C$H,S`L.#`Y*5U42@T*150-"C`N-2!' M#0HS-C"!E>'1R86]R9&EN87)Y(&-H87)G92P@;W(@)#`N,#$@<&5R(&1I;'5T M960@2!C:&%R9V4I5&H-"D54 M#0HP+C4@1PT*-#8P+C(Y(#0U-RXU,R!M#0HR-#0N-3,@-#4W+C4S(&P-"C(T M-"XU,R`T-37-T96US($1I=FES:6]N("E4:@T*5"H- M"BAI;F-R96%S960@,3<@<&5R8V5N="!T;R`D,2XT(&)I;&QI;VXN("E4:@T* M,"`M,BXS(%1$#0HH("`@("`@4V%L97,@9F]R('1H92!#;VUP=71E7-T M96US($1I=FES:6]N('=E7=I9&4@ M65A6-L:6-A;"!T2!S>7-T96T@87-S971S+B!$:6QU=&5D(&5A&-L M=61I;F<@=&AE(&-H87)G97,L(&EN8W)E87-E9"!T;R`D,2XS-B!F65A6EN9R!T:&4@F4@;VX@*51J#0I4*@T* M*'1H92!L;VYG+71E'!A;F1S(&]U65AF5D(&)Y("E4:@T*+T8U(#$@5&8- M"C(T+C0T(#`@5$0-"BAE5V5E:RE4:@T*+T8T(#$@5&8-"C(N-B`P(%1$#0HH M(&%S('1H92!T;W`@96QE8W1R;VYI8W,@9&ES=')I8G5T;W(@9&5M;VYS=')A M=&EN9R`I5&H-"BTR-RXP-"`M,2XR(%1$#0HH:6YN;W9A=&EV92!A;F0@8W5T M=&EN9RUE9&=E(&5"=7-I;F5S2P@'!E8W1A=&EO;G,N(%=E M(&%R92!P2!T:&%T($UY<&EO;F5EF4@;VX@;W5R('-U M8V-E65A2!I;7!R;W9E('-U<'!L>2!C:&%I M;B!M86YA9V5M96YT(&EN('1H92!E;&5C=')O;FEC(&-O;7!O;F5N=',@:6YD M=7-T2!C:&%I;B!B>2!U=&EL:7II M;F<@2X@5&AE2P@<')O9'5C="!L:69E+6-Y8VQE(&UA M;F%G96UE;G0@86YD(&]P=&EM:7II;F<@:6YV96YT;W)Y(&%S('=E;&P@87,@ M=&]T86P@86-Q=6ES:71I;VX@*51J#0I4*@T**&-O'0@70T* M+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8T(#4@,"!2#0HO1C4@,3@@,"!2#0HO M1C8@,3D@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX- M"CX^#0IE;F1O8FH-"C(Q(#`@;V)J#0H\/`T*+TQE;F=T:"`S.3`T#0H^/@T* M2!E;G9IF4@9&5S M:6=N2X@ M*51J#0HP("TR+C,@5$0-"B@@("`@("!3=7!P;'ES=')E86T@86YD($%P65A2!I65A2!A<'!R96-I M871E9"X@*51J#0HP("TR+C,@5$0-"BA/=71L;V]K("E4:@T*5"H-"B@@("`@ M("!4:&4@;&]N9RUT97)M(&9U;F1A;65N=&%L2!O9B!T:&4@52Y3+B!E8V]N;VUY(&%N9"!T M:&4@=&AR96%T(&]F(&$@2X@1F]R('1H92`I5&H-"E0J#0HH;&]N9V5R('1E65A6UA;B`I5&H-"B]&,B`Q(%1F M#0HP("TR+C,V(%1$#0HH2F%M97,@3"X@0F%Y;6%N*51J#0HO1C$@,2!49@T* M,"`M,2XQ-B!41`T**$-H86ER;6%N(&%N9"!#:&EE9B!%>&5C=71I=F4@3V9F M:6-E'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8R(#$T(#`@4@T*/CX- M"B]%>'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HR M-"`P(&]B:@T*/#P-"B],96YG=&@@,3,Y.0T*/CX-"G-T2!D:7-T'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HR M-R`P(&]B:@T*/#P-"B],96YG=&@@,3`P-0T*/CX-"G-T2!M87)K971S('-U8V@@87,@8V]M<'5T97)S+"!C;VUM=6YI8V%T:6]N2!M87)K971S M+B`I5&H-"C`@+3(N,R!41`T**&4M04-4259%("E4:@T*+T8T(#$@5&8-"E0J M#0HH07=A&5C=71I;VX@;V8@=F%L=64@861D960@'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8T M(#4@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^ M#0IE;F1O8FH-"C,P(#`@;V)J#0H\/`T*+TQE;F=T:"`S,3$P#0H^/@T*7-T96US*51J#0HR+C(X-3D@+3$N M,C,X,B!41`T**$1I=FES:6]N*51J#0HM,3`N,#`Q("TQ+C(S.#(@5$0-"ELH M1FES8V%L(%EE87(I+3$P.34Q+C0H0T%'4B`R."4I751*#0I%5`T*,"XU($<- M"C(W,BXV,2`S-S4N.3,@;0T*,34Q+C@Y(#,W-2XY,R!L#0HQ-3$N.#D@,S2!T;R!0:6]N965R+5-T86YD87)D7#(R,G,@8V]N'1'4W1A=&4@/#P-"B]'4S$@ M-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HS,R`P(&]B:@T*/#P-"B],96YG=&@@ M,S$T.0T*/CX-"G-T2!O9B!T96-H;F]L;V=Y(&1I&EB;&4@86YD(&%D87!T:79E('1O(&-U M2!D:69F97)E;G0@9G)O;2`I5&H-"E0J M#0HH;6%N>2!O=&AE2!C:&%I;BX@*51J#0HP("TR+C,@5$0-"BA4 M:&4@<&5O<&QE(&%T(%!I;VYE97(M4W1A;F1A2!T;R!M86ME('1H92!R:6=H="!D96-I2!F M;&%T(&]R9V%N:7IA=&EO;B`I5&H-"B]&-"`Q(%1F#0I4*@T**'=I=&AO=70@ M82!L;W0@;V8@8G5R96%U8W)A8WDL('=H:6-H(&%L;&]W2!C:&%I;B!M86YA9V5M96YT('1O M;VQS('1O(&EM<')O=F4@=&AE(&5F9FEC:65N8WD@;V8@*51J#0I4*@T**&1E M2!C:&%I;B!M86YA9V5M96YT(&5X M<&5R=&ES92!T;R!D979E;&]P(&YE=R!P'!E8W1A=&EO;G,N M("E4:@T*,"`M,BXS(%1$#0HH0T],3$%"3U)!5$E612`I5&H-"E0J#0HH26X@ M:71S(')O;&4@87,@2!B96YE9FEC:6%L(')E&%M<&QE6]U(&-A;&P@=VAE;B!Y;W5R(&EN=F5N=&]R>2!C;VYT2!H860@:6UP;&5M96YT960@82!T:&ER9"UP87)T>2!%4E`@2!W:71H('1H92!C=7-T;VUE2!W:71H("E4:@T*+T8T(#$@5&8-"E0J M#0HH=&AE(&5N=&ER92!S>7-T96T@86YD('1H92!P96]P;&4@:6YV;VQV960N M(%1H97D@8F]U9VAT(&ET(%PR,C<@86YD(&)O=6=H="!T:&5M7-T96T@=V%S(&EM<&QE;65N=&5D(&UO'0@70T*+T9O;G0@/#P-"B]&,2`T M(#`@4@T*+T8T(#4@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@ M4@T*/CX-"CX^#0IE;F1O8FH-"C0T(#`@;V)J#0H\/`T*+TQE;F=T:"`Y.#<- M"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G2!C;VQL86)O2`I5&H-"E0J#0HH M86YD(&ET'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^ M/@T*96YD;V)J#0HT-R`P(&]B:@T*/#P-"B],96YG=&@@-#8S.`T*/CX-"G-T M&-L=7-I=F4@3F]R=&@@06UE&-E;&QE;F-E(&EN('-E&EB;&4@<')O8V5S M2X@5&AE(%=E8BUB87-E9"`I M5&H-"E0J#0HH:6YF;W)M871I;VX@86YD(&5"=7-I;F5S2!C:&%I;B!I;F-L=61E9"!A('-U<'!L:65R+"!";W5R M;G,L($EN8RXL(&%N9"!A(&-U2P@26YC+BP@=&\@8W)E871E(&$@'1R86YE="P@5T5"14Y#2%PR,S$N(%1H:7,@:6YN M;W9A=&EV92!S97)V:6-E("E4:@T*5"H-"BAA;&QO=W,@=7-E7!I;VYE97(N8V]M('1O(&9U;&9I;&P@=&AE:7(@8V]M<&QE M=&4@8FEL;"`I5&H-"E0J#0HH;V8@;6%T97)I86QS(&%N9"!H879E('1H92!P M2!R979O;'5T:6]N:7II;F<@=&AE(&1E2!W:71H('-U<'!L:65R2!T:&5I2!B96-O;65S(&EN8W)E87-I;F=L>2!P97)V87-I=F4@=&AR M;W5G:&]U="!T:&4@=V]R;&0L(%!I;VYE97(M4W1A;F1A'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8T M(#4@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^ M#0IE;F1O8FH-"C4P(#`@;V)J#0H\/`T*+TQE;F=T:"`Y,3D-"CX^#0IS=')E M86T-"C$@9PT*+T=3,2!G2!C;VUP86YY(&=E="!I M=',@;F5W('!R;V1U8W0@9F]R(&UA;F%G:6YG('-E8W5R92!);G1E2P@=V4@:&5L<"`I5&H-"E0J#0HH M8G5I;&0@=&AE(&-U7-T96T@9F]R(&$@9VQO M8F%L("E4:@T*5"H-"BAT;WD@;6%N=69A8W1U7-T96T@=VET:&EN(#&EB:6QI M='D@86YD(&5X<&5R=&ES92!H96QP960@=&AE(')E6EN9R!T:&4@=F%L=64@861D960@<&]W97(@;V8@4&EO;F5E'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8T M(#4@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^ M#0IE;F1O8FH-"C4Y(#`@;V)J#0H\/`T*+TQE;F=T:"`U,#@V#0H^/@T*4QI;FL@4WES=&5M7-T96US("E4:@T*5"H-"BA$:79I"!H:6=H+6%V86EL86)I;&ET>2!C;VYF:6=U M7-T96T@26YT96=R M871I;VX@5F%L=64@061D960@0V5N=&5R(%PH4TE604-<*2P@4&EO;F5E&-E<'1I;VYA;"!A;F0@969F:6-I96YT("E4 M:@T*5"H-"BAS;V9T=V%R92!A;F0@:&%R9'=A5PR,C)S(&1E;6%N9&EN9R`I5&H-"E0J#0HH8G5S:6YE7-T96US+"!O9B!T:&4@0V]M<'5T97(@4WES=&5M7-T96US($1I=FES:6]N(&]F9F5RF5D('-O;'5T:6]N MF4@*51J#0HP("TQ+C$R(%1$#0HH<')O9'5C=&EV:71Y(&%N9"!P&EM=6T@2!A M;F0@9&5L:79E'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8T(#4@ M,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE M;F1O8FH-"C8R(#`@;V)J#0H\/`T*+TQE;F=T:"`V-#,Y#0H^/@T*2!O=&AE7-T96US+"!S;V9T=V%R92P@*51J#0I4*@T**'-E65A2!R969E&-L=61I;F<@ M82!W65A2!T:&4@0V]M<&%N>5PR,C)S($-O;7!U=&5R(%-Y M2!T;R!T M:&4@0V]M<&%N>5PR,C)S("E4:@T*5"H-"BAA8FEL:71Y('1O(&UA:6YT86EN M('-A;&5S(&=R;W=T:"!Y96%R(&]V97(@>65AF5D('-L;W=D;W=N(&EN('1H92!E;&5C=')O;FEC(&-O;7!O;F5N M=',@;6%R:V5T('=H:6-H(&)E9V%N(&QA=&4@:6X@*51J#0I4*@T**'1H92!T M:&ER9"!Q=6%R=&5R+B`I5&H-"C`@+3(N,R!41`T**"`@("`@($YE="!I;F-O M;64@9F]R(&9I2!S>7-T96T@87-S971S+B!4:&ES(&YO;BUC87-H('=R:71E M9&]W;B!W87,@=&AE(')E2!D971E2!C;VYT:6YU M960@=&\@;6%K92!I;G9E2!I;F-L=61E5PR,C)S(&)A;&%N8V5D(&)U2`I5&H-"C`@ M+3$N,3(@5$0-"BAI'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8T(#4@ M,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE M;F1O8FH-"C8U(#`@;V)J#0H\/`T*+TQE;F=T:"`Q.#<-"CX^#0IS=')E86T- M"C$@9PT*+T=3,2!G2!P97)V87-I=F4N("E4:@T*5"H-"BA4:&4@0V]M<&%N>2!I2!H87,@82!W96QL+65S=&%B;&ES:&5D(')E M<'5T871I;VX@9F]R('=O5PR,C)S($]P97)A=&EN9R!) M;F-O;64@86YD($]P97)A=&EN9R!);F-O;64@;6%R9VEN2!S96=M96YT M.B`I5&H-"C$N,38@+3$N,3(@5$0-"C`N-34@5&,-"ELH("DR,"@@*3(P*"`I M+3$R-#0P*"`@*2TT-#`H("DM,3DT,"@@*2TX.#`H("`I-#8P*"`I+34T,"@@ M*2TQ.#`H("`I+30T,"@@*2TQ.30P*"`I+3@X,"@@("DT-C`H("DM-30P*"`I M+3$X,"@@("DM-#0P*"`I+3$X,#`H("DM.#@P*"`@*30V,"@@*2TU-#`H("E= M5$H-"B]&,B`Q(%1F#0HQ,"XP-SD@,"`P(#$P+C`W.2`R-S$N-#$@-C`Q+C(Y M(%1M#0HP(%1C#0I;*#(P,#$I+3DX,3`N."@R,#`P*2TY-S$U+C4H,3DY.2E= M5$H-"D54#0HP+C4@1PT*,S,U+CDW(#4Y-BXY-R!M#0HR,C8N-S<@-3DV+CDW M(&P-"C(R-BXW-R`U.38N.3<@;0T*,C(V+C7-T96US*2TQ,CDV-BXR*#0V+#4S,2DM,S65A2!S=7!P;&EE M2!I;B!M:60M2!A='1R:6)U=&%B;&4@=&\@:&EG:&5R(&%V97)A9V4@'!E"!T;R!L;W=E7-T96US($1I=FES M:6]N+"!S;VUE=VAA="!O9F9S970@8GD@86X@:6YC'!E;G-E&5S M("E4:@T*."XQ."`M,2XQ,B!41`T*,"XV-R!48PT*6R@@*2TQ,C0T,"@@("`I M+3$T,#`H("DM,S`P*"`@*2TV,#`H("DM,30P,"@@*2TV,#`H("`@*2TQ-#`P M*"`I751*#0HO1C(@,2!49@T*,3`N,#2!E>&-H86YG92!L;W-S97,@;V8@)#`N-2!M:6QL:6]N(&]F9G-E="!B M>2`D,"XY(&UI;&QI;VX@;V8@*51J#0HP("TQ+C$R(%1$#0HH97%U:71Y(&%N M9"!D:79I9&5N9"!I;F-O;64@96%R;F5D(&9R;VT@:6YV97-T;65N=',@:6X@ M869F:6QI871E2!R96-O5PR,C)S(')E=F]L=FEN9R!C'!E;F1I='5R97,@;F5E9&5D('1O('-U<'!O'!E;G-E(&EN8W)E87-E9"!I;B`R,#`Q(&1U92!T M;R!A(#$N,"4@:6YC"!R871E(&9O5PR,C)S($-A;F%D:6%N('-U8G-I9&EA2!O<&5R871I;F<@86-T:79I=&EE2X@070@36%R8V@@,S$L(#(P M,#$L("E4:@T*5"H-"B@D-C`N."!M:6QL:6]N(&]F(&-A2`D-C,N,2!M:6QL:6]N M(&-O;7!A2!D=64@=&\@82!D96-R96%S92!I M;B!N;W1E5PR,C)S(&-U2X@5V]R:VEN9R!C87!I=&%L(&%S(&$@<&5R8V5N=&%G92!O9B!S M86QE2X@5&AE($-O;7!A;GD@ M:6YC&ES=&EN9R!A9F9I;&EA M=&5S+"!7;W)L9"!096%C92!);F1U2`D-BXT(&UI;&QI;VX@86YD("0X+C$@ M;6EL;&EO;BP@*51J#0I4*@T**')E2X@26X@,C`P,2P@=&AE M($-O;7!A;GD@:6YV97-T960@)#DN-B!M:6QL:6]N(&EN($UA9VER=7,@042X@5&AE($-O;7!A;GD@86QS;R!M861E(&$@2!M861E(&]T:&5R(&UI;F]R(&EN=F5S=&UE;G1S('=I=&AI;B!T:&4@ M56YI=&5D(%-T871E'1E M;G-I=F4@9&ES=')I8G5T:6]N(&YE='=O2!D;V5S(&YO="!C=7)R96YT;'D@871T M96UP="!T;R!R961U8V4@;W(@*51J#0HP("TQ+C$R(%1$#0HH96QI;6EN871E M('1H92!I;FAE2!A8W%U:7)E9"!T:&4@7-T96US(&%C<75I'!E;F1I M='5R97,@=VEL;"!B92!A<'!R;WAI;6%T96QY("0R,"XP(&UI;&QI;VX@:6X@ M9FES8V%L(#(P,#(N("E4:@T*,"`M,BXS(%1$#0HH("`@("`@3VX@4V5P=&5M M8F5R(#$U+"`R,#`P+"!T:&4@0V]M<&%N>2!E;G1E2P@=&AE(#,V-"UD87D@ M86=R965M96YT(&-A;B!B92!C;VYV97)T960@8GD@=&AE($-O;7!A;GD@=&\@ M82!T=V\M>65A2!H87,@=&AE("E4:@T*5"H-"BAA8FEL M:71Y('1O(&)O2!U<"`I5&H-"E0J#0HH=&\@)#4P(&UI;&QI M;VXN(%1H97-E(&)O2!D97-C2!D871E2!E>&ES=&EN9R!R979O M;'9I;F<@8W)E9&ET(&9A8VEL:71Y(&%N9"!A("0R-BXQ(&UI;&QI;VX@;F]T M92!P87EA8FQE(&%N9"!R96-O9VYI>F5D("E4:@T*5"H-"BAA;B!E>'1R86]R M9&EN87)Y(&-H87)G92!F;W(@=&AE(&5A2X@*51J#0HP("TR M+C,@5$0-"B@@("`@("!4:&4@0V]M<&%N>2!I'!O2!A='1R:6)U=&%B;&4@=&\@9G5N9&EN9R!W;W)K:6YG(&-A<&ET86P@ M'!E;F1I='5R M97,@;F5E9&5D('1O('-U<'!O65A2!R961E96UA8FQE(&-O;G9E5PR,C)S('=H;VQL>2!O=VYE9"!S=6)S M:61I87)Y+"!T:&4@4&EO;F5E2!R961E96UA8FQE(&-O;G9E2!H87,@97AE8W5T960@ M82`I5&H-"E0J#0HH9W5A2!A;G1I8VEP M871E2P@8V]L;&%T97)A;"!I&-H M86YG92!R871E(&UO=F5M96YT7-I5PR,C)S(#(P M,#$@1F]R;2`Q,"U++"!T:&4@*51J#0I4*@T**'=O'!E8W1S7#(R-"!A;F0@'!R97-S:6]N2!F2!U;F1E2!A M;F0@:6YV96YT;W)Y("E4:@T*5"H-"BAO8G-O;&5S8V5N8V4L(&1E<&5N9&5N M8V4@;VX@:V5Y('-U<'!L:65R2!C;VYS M;VQI9&%T:6]N+"!R:7-K2!R97-U;'1S M(&%N9"`I5&H-"E0J#0HH9FEN86YC:6%L(&-O;F1I=&EO;BX@5&AE($-O;7!A M;GD@8F5L:65V97,@=&AA="!T:&ES('!A='1E7=I9&4@87,@82!R97-U;'0@;V8@*51J#0I4*@T* M*&-U&ES M=&5D('=I=&@@82`I5&H-"E0J#0HH;6%T=7)I='D@;V8@,S`@9&%Y2!P86ED(&EN=&5R97-T(&%T(&$@ M=V5I9VAT960M879E2X@5&AE('=E:6=H=&5D+6%V97)A9V4@3$E"3U(@F5D(&YE="!E>'!E;G-E(&%F=&5R('1A>"!W;W5L9"!B92!A M<'!R;WAI;6%T96QY("0Q+C(@;6EL;&EO;B!O2X@*51J#0HP("TR+C,@5$0- M"B@@("`@("!4:&4@0V]M<&%N>2!I'!O2!T:&4@;W1H97(@ M<&%R='D@=&\@=&AE(&1E2!L:6UI=',@=&AI'!O2!E;G1E'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@ M4@T*+T8T(#4@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T* M/CX-"CX^#0IE;F1O8FH-"C@U(#`@;V)J#0H\/`T*+TQE;F=T:"`X,C(V#0H^ M/@T*&-E<'0@4VAA'!E M;G-E2!S>7-T96T@87-S971S*2TQ,C(V-2XQ*#$T+#(P,"E=5$H- M"B]&-"`Q(%1F#0HT,BXR-#(Q(#`@5$0-"C8N,S4W."!48PT**%PR,C=<,C(W M*51J#0I%5`T*,"XU($<-"C0Q,BXW-R`X,3(N-S,@;0T*,S8W+C0Q(#@Q,BXW M,R!L#0HS-C"DM,C8W,S4N-R@U+#DQ-"DM-3$P M."@U+#@W,"DM-3$P."@U+#@T,2E=5$H-"D54#0HP+C4@1PT*-#$R+C2!#:&%R9V4I+3$W,3$V M+C(H)"DM,3'1R86]R9&EN87)Y(&-H87)G92!F;W(@96%R;'D@97AT:6YG=6ES M:&UE;G0@;V8@9&5B="P@;F5T(&]F("E4:@T*,"`M,2XQ,3DR(%1$#0I;*"0P M+C,@;6EL;&EO;B!T87@@8F5N969I="DM,C0V-C(N-RA<*#0W,%PI*2TV,#(T M+C2!C:&%R9V4I+3(U,S(P+C'1R86]R9&EN87)Y($-H87)G92!< M,C(V($1I;'5T960I+3$S,3$V+C4H)"DM,C2!C:&%R9V4I+3(U,S(P M+C6%B M;&4I5&H-"C,X+C,X-#8@,"!41`T*6R@Q,S&5S M*2TR.3,Y-RXY*#(R+#0X.2DM-#,V.2XY*#(S+#0V,2E=5$H-"E0J#0I;*$]T M:&5R($QO;FF5D(#4L,#`P+#`P,#LI5&H-"B]&-"`Q(%1F#0HP M("TQ+C$Q.3(@5$0-"ELH("`@("!I2E4:@T*+T8Q(#$@5&8-"C,U M+C'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8R(#$T(#`@4@T*+T8T(#4@ M,"!2#0HO1C4@,3@@,"!2#0HO1C<@-S`@,"!2#0HO1C@@.3`@,"!2#0HO1CD@ M.3$@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^ M#0IE;F1O8FH-"CDS(#`@;V)J#0H\/`T*+TQE;F=T:"`Q,#$V.`T*/CX-"G-T M&5R8VES92!O9B`I5&H-"C`@+3$N,3$Y M,B!41`T*6RAS=&]C:R!O<'1I;VYS*2TQ,30U-RXY*%PR,CF5D M('1R86YS;&%T:6]N(&%D:G5S=&UE;G0I+3,R-C8N-RA<,C(W*2TT-#`U+C,H M7#(R-RDM-#0U,BXY*%PR,CF5D(&=A:6X@;VX@"!B96YE9FET(')E;&%T960@=&\@97AE"!B96YE M9FET*2TX-#,R+C(H7#(R-RDM-#0P-2XS*%PR,C&5R8VES92!O9B`I5&H- M"C`@+3$N,3$Y,B!41`T*6RAS=&]C:R!O<'1I;VYS*2TQ,30U-RXY*%PR,C6EN9R!.;W1E'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HY-B`P M(&]B:@T*/#P-"B],96YG=&@@.#DQ,`T*/CX-"G-T'1R86]R9&EN87)Y(&-H87)G92P@;F5T M(&]F('1A>"DM,C`T-S(N-B@T-S`I751*#0HO1C0@,2!49@T*-#`N-#@P,2`P M(%1$#0HU+C2!S>7-T96T@87-S971S*2TQ,3`Y."XS*#$T+#(P,"DM-3&5S*2TR,S0P-"XS*#(L,3@U*2TT-3$R+C&-L=61I;F<@969F96-T(&]F(&%C M<75I6%B;&4I+3$W,S0P+C,H7"@R-BPP.#8I+3$R+C@H7"DI+3,V-C6UE;G1S7"DI+3$W-S4V+C2!S=&]C:R!O<'1I;VX@<&QA M;BDM.3@Y."XU*#(L-3$X*2TT-3$R+C'0@ M70T*+T9O;G0@/#P-"B]&,2`T(#`@4@T*+T8R(#$T(#`@4@T*+T8T(#4@,"!2 M#0HO1C4@,3@@,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T* M/CX-"CX^#0IE;F1O8FH-"CDY(#`@;V)J#0H\/`T*+TQE;F=T:"`W,#4Q#0H^ M/@T*5PR,C0@;W(@7#(R,U!I;VYE97)<,C(T7"D@ M9&ES=')I8G5T92!A("E4:@T*+38N,R`M,2XQ-B!41`T**&)R;V%D(')A;F=E M(&]F(&5L96-T2!H87,@;W!E'!E;G-E&5D(&]R(&1E=&5R;6EN86)L92P@8V]L;&5C M=&EB:6QI='D@:7,@2`I5&H-"C`@+3$N,3(@5$0-"BAA"!E>'!E;G-E(&EN8VQU M9&5S(%4N4RX@86YD(&9O&5S(&%N9"!IF5D(&9OF5D(&9O M2!E M;F%C=&5D('1A>"!L87=S+B!686QU871I;VX@86QL;W=A;F-E2!T:&%N M(&YO="!T;R!B92!R96%L:7IE9"X@*51J#0HP("TR+C,T(%1$#0HH("`@("`@ M*51J#0HO1C4@,2!49@T*,2XU-B`P(%1$#0HH1F]R96EG;B!#=7)R96YC>2`I M5&H-"B]&-"`Q(%1F#0HW+C0X(#`@5$0-"BA4:&4@9G5N8W1I;VYA;"!C=7)R M96YC>2!O9B!T:&4@0V]M<&%N>5PR,C)S(&9O2X@1F]R('1H;W-E(&9O2!A=F5R86=E(&5X8VAA;F=E(')A=&5S("E4:@T*5"H-"BAP M65A5PR,C)S M(&9I;F%N8VEA;"!I;G-T2!D;V5S(&YO="!A='1E;7!T M('1O(')E9'5C92!O"P@'1'4W1A=&4@/#P-"B]'4S$@ M-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ,#(@,"!O8FH-"CP\#0HO3&5N9W1H M(#$T-C$-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G2!%>&-H86YG92!#;VYT2!U M2!E>&-H86YG92`I5&H-"BTV M+C0@+3$N,38@5$0-"BAC;VYT2P@9V%I;G,@86YD(&QOF5D(&EN(%PR,C-/=&AE2!A(&9I>&5D(&EN=&5R97-T M(')A=&4N(%1H92`I5&H-"E0J#0HHF5D(&%S(&%N(&%D:G5S=&UE;G0@=&\@:6YT M97)E2!D:69F97)E;G0@*51J#0I4*@T**&EN M9'5S=')I97,@86YD(&=E;V=R87!H:65S+B!4:&4@0V]M<&%N>2!E>'1E;F1S M(&-R961I="!B87-E9"!O;B!C=7-T;VUE2!A;'-O("E4:@T*5"H-"BAP97)F;W)M2!I2X@*51J M#0HP("TR+C,T(%1$#0HH("`@("`@*51J#0HO1C4@,2!49@T*,2XU-B`P(%1$ M#0HH1V]O9'=I;&P@*51J#0HO1C0@,2!49@T*,RXY."`P(%1$#0HH1V]O9'=I M;&P@F%T:6]N('=A2!E=F%L=6%T97,@:71S(&%C8V]U;G1I;F<@9F]R M(&=O;V1W:6QL+"!C;VYS:61EF%T:6]N(&%R92!PF4@=&AE(&-O65A65A65AF%T:6]N(&5X<&5N2X@*51J#0HP("TR+C,@5$0-"B@@("`@("!);G1EF5D M(&1E<&5N9&EN9R!O;B!T:&4@<')O:F5C="!S=&%G92X@06UO=6YTF5D(&]V97(@ M=&AE(&5S=&EM871E9"!U2!E=F%L=6%T97,@=&AE(')E8V]V M97)A8FEL:71Y(&]F(&ET2!I;F1I8V%T92!T:&%T M('1H92!C87)R>6EN9R!A;6]U;G1S(&UA>2!N;W0@8F4@2!M96%S=7)E65E("E4:@T*+3$R+C2!T:&4@ M=V5I9VAT960@879E2P@97AC M;'5D:6YG(&-H86YG97,@:6X@;W=N97)S:&EP(&EN=&5R97-T2`I5&H-"E0J#0HH=')A;G-L M871I;VX@;&]SF5D(&=A:6YS(&]N('-E8W5R M:71I97,@;V8@)#8N."!M:6QL:6]N("E4:@T*5"H-"BAA;F0@)#$Q+C`@;6EL M;&EO;BP@'0@70T*+T9O M;G0@/#P-"B]&,2`T(#`@4@T*+T8T(#4@,"!2#0HO1C4@,3@@,"!2#0H^/@T* M+T5X=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE;F1O8FH-"C$P M.2`P(&]B:@T*/#P-"B],96YG=&@@,3,U-PT*/CX-"G-T6EN9R!G96YE2!H87,@2!R96-L87-S:69I960@=&AE'!E;G-E2!A9&]P=&5D('1H97-E('-T871E M;65N=',@;VX@07!R:6P@,2P@,C`P,2!A;F0@=&AE(&%D;W!T:6]N(&1I9"`I M5&H-"E0J#0HH;F]T(&AA=F4@82!M871E2`D,S0N,B!M:6QL:6]N(&EN(&9I2`D,3$N-2!M:6QL:6]N(&]F('1H97-E(&5X<&5N9&ET=7)E M'!E;F1I='5R97,@*51J M#0I4*@T**&)E8V%M92!O<&5R871I;VYA;"!I;B!C;VYJ=6YC=&EO;B!W:71H M('1H92!C;VUP;&5T:6]N(&]F('1H92!F:6YA;F-I86P@7-T96T@87-S M971S(&1U2`R,#`P+"!T:&4@0V]M<&%N>2!A8W%U:7)E9"!A;B!E<75I='D@:6YT M97)E7-T M96US(&1I2!S96-U2!I;G9E2!A8W%U:7)E9"!T:&4@7-T96US(&%C<75I&-E'!E;G-E(&9O2X@ M*51J#0HR,RXR-"`M,BXS(%1$#0HH("`I5&H-"D54#0IE;F1S=')E86T-"F5N M9&]B:@T*,3$V(#`@;V)J#0H\/`T*+U!R;V-3970@6R]01$8@+U1E>'0@70T* M+T9O;G0@/#P-"B]&,2`T(#`@4@T*/CX-"B]%>'1'4W1A=&4@/#P-"B]'4S$@ M-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ,3@@,"!O8FH-"CP\#0HO3&5N9W1H M(#8X,#$-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G65A2P@=&AE(#,V-"UD87D@86=R965M96YT(&-A;B!B92!C;VYV97)T960@ M8GD@=&AE($-O;7!A;GD@=&\@82!T=V\M>65A2!T:&4@86)I;&ET>2!T;R!B M;W)R;W2!C M:&%R9V4@9F]R(&5A"!B96YE9FET+"!A M2X@*51J#0HP("TR+C,@5$0-"B@@("`@("!4:&4@0V]M<&%N>2!H87,@)#$U M,"!M:6QL:6]N('!R:6YC:7!A;"!A;6]U;G0@;V8@4V5N:6]R($YO=&5S(%PH M=&AE(%PR,C-.;W1E6%B;&4@2X@ M26X@1&5C96UB97(@,C`P,"P@=&AE(&EN=&5R97-T(')A=&4@;VX@=&AE($YO M=&5S(&EN8W)E87-E9"!F5PR,C)S(')E&5S(&9O65A"!R871E(&9O65A2!R871E M*2TQ.3DY,2XV*#,U+C`I+3$R+C(H)2DM,30W-BXW*#,U+C`I+3$R+C(H)2DM M,34R-"XT*#,U+C`I+3$R+C(H)2E=5$H-"C`@+3$N,C$T-"!41`T*6RA0&5S*2TQ-C(W,"XQ*#,N,"DM,C@R,2XY*#,N M,2DM,C@V.2XU*#,N."E=5$H-"E0J#0HH1F]R96EG;B!L;W-S97,@=VET:"!U M;G)E8V]G;FEZ960@7"AR96-O9VYI>F5D7"D@=&%X("E4:@T*,"`M,2XQ,3DQ M(%1$#0I;*&)E;F5F:71S*2TR,C0P."XQ*%PH,"XT*2TQ,BXU*%PI*2TR-#'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ M,C0@,"!O8FH-"CP\#0HO3&5N9W1H(#"!A2!H860@)#$N M.2!M:6QL:6]N(&]F(&9O'!I65A2!M871C:&EN9R!A M('!E65A2!M871C:&EN M9R!C;VYT2X@*51J#0HO1C(@,2!49@T*,"`M,BXS M-B!41`T**$Y/5$4@."E4:@T*+T8Q(#$@5&8-"C`@+3$N,38@5$0-"BA#3TY4 M24Y'14Y#2453("E4:@T*,"`M,BXS(%1$#0HH5&AE($-O;7!A;GD@:7,@=&AE M('-U8FIE8W0@;V8@=F%R:6]U2!O=VYE9"!C;VYS;VQI9&%T960@2!O9B!T:&4@0V]M M<&%N>2P@=VET:"!I=',@&-E<'0@ M:6X@;&EM:71E9"!C:7)C=6US=&%N8V5S7"DL('!A>2!Q=6%R=&5R;'D@9&ES M=')I8G5T:6]N5PR,C)S($-O;6UO;B`I5&H-"E0J#0HH4VAA2!T:6UE('!R M:6]R('1O('1H92!C;&]S92!O9B!B=7-I;F5S2!<*&5Q=6EV86QE;G0@=&\@82!C;VYV97)S:6]N('!R:6-E(&]F M("0Q-2XW-2!P97(@0V]M;6]N(%-H87)E7"DN(%1H92!#;VUP86YY(&AA&5C=71E9"!A(&=U87)A;G1E92`I5&H-"E0J#0HH=VET:"!R96=A6UE;G0@;V8@9&ES=')I8G5T:6]N M2!M87D@;F]T(&1E8VQA2`I5&H-"E0J M#0HH9&EV:61E;F1S(&]N(&ET2X@*51J#0I4*@T**%1H92!42X@*51J#0HP("TR+C,@5$0-"B@@("`@("!!="!-87)C:"`S,2P@ M,C`P,2!A;F0@,C`P,"P@=&AE(&9A:7(@;6%R:V5T('9A;'5E(&]F('1H92!4 M'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^ M/@T*96YD;V)J#0HQ,S`@,"!O8FH-"CP\#0HO3&5N9W1H(#DV.#(-"CX^#0IS M=')E86T-"C$@9PT*+T=3,2!G65A2X@5&AE('-H87)E2!T:&4@5')U2!A="!-87)C:"`S,3H@ M*51J#0HX+C$X("TQ+C$R(%1$#0HR+C,U(%1C#0I;*"`I+3$U-3@P*"`I,365E(&)E;F5F:71S*51J M#0HP("TQ+C$Q.3(@5$0-"B@@("`@("!<*#0L,#4V+#(P,B!S:&%R97,@0"`D M,3(N,C4@:6X@,C`P,2E4:@T*5"H-"ELH("`@("`@86YD("0Q-2XW-2!I;B`R M,#`P7"DI+3$T-#DU+C5PR,C)S(&-O;6UO;B!S M=&]C:R!W97)E("E4:@T*+3@N,C@@+3$N,38@5$0-"BAG6UE;G0N(%5N=F5S=&5D('-H87)E'!E M;G-E(&9O5PR,C)S($)O87)D(&]F($1I2!O;F4M=&5N=&@@;V8@ M82!#;VUM;VX@4VAA5PR,C)S($-O;6UO;B`I5&H-"E0J M#0HH4VAA&5R8VES86)L92X@*51J M#0HP("TR+C,@5$0-"B@@("`@("!)9B!T:&4@0V]M<&%N>2!I&5R8VES92!P2!A('!E2`Q,"P@,C`P.2X@ M*51J#0HO1C(@,2!49@T*,"`M,BXS-B!41`T**$Y/5$4@,3$I5&H-"B]&-"`Q M(%1F#0HP("TQ+C$V(%1$#0HH14%23DE.1U,@4$52(%-(05)%("E4:@T*,"`M M,BXS(%1$#0HH5&AE(&9O;&QO=VEN9R!T86)L92!S971S(&9O'0@70T*+T9O;G0@/#P-"B]&,2`T(#`@ M4@T*+T8R(#$T(#`@4@T*+T8T(#4@,"!2#0HO1C4@,3@@,"!2#0H^/@T*+T5X M=$=3=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE;F1O8FH-"C$S,R`P M(&]B:@T*/#P-"B],96YG=&@@-#(X#0H^/@T*2!A'!I65A2X@5&AE(&9O;&QO=VEN9R!T86)L97,@&5R8VES960I+3DR,S2!D;V5S(&YO M="!R96-O9VYI>F4@97AP96YS92!F;W(@&5R M8VES960N(%1H92!P2!T;R!S=&]C:R!O<'1I M;VYS('1H870@=V5R92!G6EE;&0I+3(P,CDR+CDH,2XP*2TQ,BXQ M*"4I+30U,#`N."@Q+C`I+3$R+C$H)2DM-#4T."XU*#$N,"DM,3(N,2@E*5U4 M2@T*,"`M,2XR,30T(%1$#0I;*$5X<&5C=&5D('9O;&%T:6QI='DI+3$X,3@R M*#0U+C'0@70T*+T9O;G0@/#P- M"B]&,2`T(#`@4@T*+T8R(#$T(#`@4@T*+T8T(#4@,"!2#0H^/@T*+T5X=$=3 M=&%T92`\/`T*+T=3,2`V(#`@4@T*/CX-"CX^#0IE;F1O8FH-"C$T,"`P(&]B M:@T*/#P-"B],96YG=&@@,3(S.38-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G M2!I;F-L=61E('-E;6EC;VYD=6-T;W)S+"!A;F0@:6YT97)C;VYN96-T+"!P M87-S:79E("E4:@T*5"H-"BAA;F0@96QE8W1R;VUE8VAA;FEC86P@<')O9'5C M=',N($-O;7!U=&5R(%-Y&5D(&%S65A2!E=F%L=6%T97,@<&5R9F]R;6%N8V4@86YD(&%L;&]C M871E7-T96US*2TQ-S`Q-"XR*#$L-#,Q M+#@S."DM,S@X,B@Q+#(Q.2PT.#DI+3,X.#(H,2PQ,C@L-#4R*5U42@T*150- M"C`N-2!'#0HS-CDN,S,@-38S+C@U(&T-"C,R.2XP,2`U-C,N.#4@;`T*,S(Y M+C`Q(#4V,RXX-2!M#0HS,CDN,#$@-38S+C,W(&P-"E,-"C`N.3`R($<-"C,R M.2XP,2`U-C,N,S<@;0T*,S8Y+C,S(#4V,RXS-R!L#0HS-CDN,S,@-38S+C,W M(&T-"C,V.2XS,R`U-C,N.#4@;`T*4PT*,"XU($<-"C0T."XW-R`U-C,N.#4@ M;0T*-#`X+C0U(#4V,RXX-2!L#0HT,#@N-#4@-38S+C@U(&T-"C0P."XT-2`U M-C,N,S<@;`T*4PT*,"XY,#(@1PT*-#`X+C0U(#4V,RXS-R!M#0HT-#@N-S<@ M-38S+C,W(&P-"C0T."XW-R`U-C,N,S<@;0T*-#0X+C7-T96US*2TQ-SF%T:6]N($5X<&5N2!A8V-E<'1E9"!I;B!T:&4@56YI=&5D(%-T871E65A2`W+"`R,#`Q("E4:@T*,C,N,C0@+3(N,R!41`T* M*"`@*51J#0I%5`T*96YD'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^ M#0H^/@T*96YD;V)J#0HQ-#8@,"!O8FH-"CP\#0HO3&5N9W1H(#$P-#$P#0H^ M/@T*'1R86]R M9&EN87)Y(&-H87)G92DM-SDX,2XW*#$P+#(R,2DM-#4S-BXV*#$Q+#'1R86]R9&EN87)Y(&-H87)G92E4:@T*+T8T(#$@5&8-"C(T+C`Y M-S4@,"!41`T*,"XP,#`R(%1C#0I;*%PR,C2!C:&%R9V4@9G)O;2!E87)L>2`I M5&H-"B]&-B`Q(%1F#0HP("TQ+C(@5$0-"BAE>'1I;F=U:7-H;65N="!O9B!D M96)T(&]F("0P+C4@;6EL;&EO;BP@;F5T(&]F('1A>"!B96YE9FET(&]F("0P M+C,@;6EL;&EO;B!<*"0N,#$@<&5R('-H87)E(%PR,C8@9&EL=71E9%PI+BE4 M:@T*+T8Q(#$@5&8-"BTS+C0T("TQ+C$V(%1$#0HH("E4:@T*,"`M,2XQ,B!4 M1`T**"`I5&H-"B]&-2`Q(%1F#0HQ,"XP-SD@,"`P(#$P+C`W.2`T,"XR.2`T M-S"!W87,@*51J#0I4 M*@T**"0X+C<@;6EL;&EO;B!O2`Q+"`R,#`Q M+"!T:&5R92!W97)E(#,Q+#8U-RPP-3$@0V]M;6]N(%-H87)E'1R86]R9&EN87)Y(&-H87)G92E4:@T* M-RXT,SD@,"`P(#2DM,3`Y M,3(N."@D*2TW-C(H,S4T+#(U-RDM,30T,2XR*"0I+365E2!S>7-T96T@87-S971S+BE4 M:@T*+T8Q(#$@5&8-"BTR+C$R("TQ+C$V(%1$#0HH("E4:@T*+T8U(#$@5&8- M"C$P+C`W.2`P(#`@,3`N,#2!C=7)R96YT(&%N9"!L;VYG+71E2!R961E96UA8FQE(&-O;G9E2!I2!A=F5R86=E('-H87)E:&]L9&5R2E4:@T*+T8Q(#$@5&8-"C`@ M+3$N,38@5$0-"BA396YI;W(@5FEC92!0'1'4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^ M#0H^/@T*96YD;V)J#0HQ-34@,"!O8FH-"CP\#0HO3&5N9W1H(#$V-#4-"CX^ M#0IS=')E86T-"C$@9PT*+T=3,2!G65R'1' M4W1A=&4@/#P-"B]'4S$@-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ-3@@,"!O M8FH-"CP\#0HO3&5N9W1H(#(U,30-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G M"`Y,C,P,2E4 M:@T*5"H-"BA#;&5V96QA;F0L($]H:6\@-#0Q,SDM,#DP,"E4:@T*5"H-"B@X M,#`M-C(R+38W-3<@*51J#0HP("TR+C,@5$0-"BA#3TU-3TX@4TA!4D53("E4 M:@T*5"H-"BA.05-$05$@4WEM8F]L.B!024]3*51J#0HP("TQ+C$R(%1$#0HH M475O=&5D(&]N('1H92!.871I;VYA;"!-87)K970@4WES=&5M("E4:@T*,"`M M,BXS(%1$#0HH5%)54U1%12!&3U(@5$A%(#DN-2!015)#14Y4(%-%3DE/4B!. M3U1%4R`I5&H-"E0J#0HH1FER2!B92!O8G1A:6YE9"!B M>2!W2P@2G5L>2`R-"P@,C`P,2P@870Z("E4:@T*,"`M M,BXS(%1$#0HH("`@("`@("!0:6]N965R+5-T86YD87)D($5L96-T7-T M96US($1I=FES:6]N*51J#0I4*@T**"`@("`@("`@-C8W-2!087)K;&%N9"!" M;W5L979A'1'4W1A=&4@/#P-"B]'4S$@ M-B`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ-C,@,"!O8FH-"CP\#0HO5'EP92`O M2&%L9G1O;F4-"B](86QF=&]N951Y<&4@,0T*+TAA;&9T;VYE3F%M92`H1&5F M875L="D-"B]&7!E M("]4>7!E,0T*+TYA;64@+T8Q#0HO0F%S949O;G0@+U1I;65S+5)O;6%N#0H^ M/@T*96YD;V)J#0HQ-"`P(&]B:@T*/#P-"B]4>7!E("]&;VYT#0HO4W5B='EP M92`O5'EP93$-"B].86UE("]&,@T*+T)A7!E M("]4>7!E,0T*+TYA;64@+T8T#0HO16YC;V1I;F<@,38T(#`@4@T*+T)A7!E("]&;VYT#0HO4W5B='EP92`O5'EP93$-"B].86UE("]&-@T*+T5N M8V]D:6YG(#$V-"`P(%(-"B]"87-E1F]N="`O5&EM97,M271A;&EC#0H^/@T* M96YD;V)J#0HW,"`P(&]B:@T*/#P-"B]4>7!E("]&;VYT#0HO4W5B='EP92`O M5'EP93$-"B].86UE("]&-PT*+T)A7!E("]&;VYT#0HO4W5B M='EP92`O5'EP93$-"B].86UE("]&.`T*+T5N8V]D:6YG(#$V-"`P(%(-"B]" M87-E1F]N="`O5&EM97,M0F]L9`T*/CX-"F5N9&]B:@T*.3$@,"!O8FH-"CP\ M#0HO5'EP92`O1F]N=`T*+U-U8G1Y<&4@+U1Y<&4Q#0HO3F%M92`O1CD-"B]% M;F-O9&EN9R`Q-C0@,"!2#0HO0F%S949O;G0@+U1I;65S+4)O;&1)=&%L:6,- M"CX^#0IE;F1O8FH-"C$V-"`P(&]B:@T*/#P-"B]4>7!E("]%;F-O9&EN9PT* M+T1I9F9E"]P97)T:&]U`T* M+T%T:6QD92]!9&EE`T*+T5D:65R97-I"]/=&EL9&4O3V1I97)E"]I9&EE"]U9&EE6%C=71E M+W1H;W)N+WED:65R97-I7!E("]086=E#0HO4&%R96YT(#<@,"!2#0HO4F5S;W5R8V5S(#,@,"!2 M#0HO0V]N=&5N=',@,B`P(%(-"CX^#0IE;F1O8FH-"C@@,"!O8FH-"CP\#0HO M5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R96YT(#<@,"!2#0HO4F5S;W5R8V5S(#(R(#`@ M4@T*+T-O;G1E;G1S(#(Q(#`@4@T*/CX-"F5N9&]B:@T*,C,@,"!O8FH-"CP\ M#0HO5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R96YT(#<@,"!2#0HO4F5S;W5R8V5S(#,Q M(#`@4@T*+T-O;G1E;G1S(#,P(#`@4@T*/CX-"F5N9&]B:@T*,S(@,"!O8FH- M"CP\#0HO5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R96YT(#0R(#`@4@T*+U)E7!E("]086=E#0HO4&%R96YT(#0R(#`@4@T*+U)E M7!E("]086=E#0HO4&%R96YT(#0R(#`@ M4@T*+U)E7!E("]086=E#0HO4&%R96YT M(#0R(#`@4@T*+U)E7!E("]086=E#0HO M4&%R96YT(#7!E("]086=E#0HO4&%R96YT(#7!E("]086=E#0HO4&%R96YT(#$P-R`P(%(-"B]297-O=7)C M97,@,3`V(#`@4@T*+T-O;G1E;G1S(#$P-2`P(%(-"CX^#0IE;F1O8FH-"C$P M."`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P-R`P(%(-"B]2 M97-O=7)C97,@,3$P(#`@4@T*+T-O;G1E;G1S(#$P.2`P(%(-"CX^#0IE;F1O M8FH-"C$Q,2`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P-R`P M(%(-"B]297-O=7)C97,@,3$S(#`@4@T*+T-O;G1E;G1S(#$Q,B`P(%(-"CX^ M#0IE;F1O8FH-"C$Q-"`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT M(#$P-R`P(%(-"B]297-O=7)C97,@,3$V(#`@4@T*+T-O;G1E;G1S(#$Q-2`P M(%(-"CX^#0IE;F1O8FH-"C$Q-R`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO M4&%R96YT(#$P-R`P(%(-"B]297-O=7)C97,@,3$Y(#`@4@T*+T-O;G1E;G1S M(#$Q."`P(%(-"CX^#0IE;F1O8FH-"C$R,"`P(&]B:@T*/#P-"B]4>7!E("]0 M86=E#0HO4&%R96YT(#$P-R`P(%(-"B]297-O=7)C97,@,3(R(#`@4@T*+T-O M;G1E;G1S(#$R,2`P(%(-"CX^#0IE;F1O8FH-"C$R,R`P(&]B:@T*/#P-"B]4 M>7!E("]086=E#0HO4&%R96YT(#$P-R`P(%(-"B]297-O=7)C97,@,3(U(#`@ M4@T*+T-O;G1E;G1S(#$R-"`P(%(-"CX^#0IE;F1O8FH-"C$R-B`P(&]B:@T* M/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P-R`P(%(-"B]297-O=7)C97,@ M,3(X(#`@4@T*+T-O;G1E;G1S(#$R-R`P(%(-"CX^#0IE;F1O8FH-"C$R.2`P M(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P-R`P(%(-"B]297-O M=7)C97,@,3,Q(#`@4@T*+T-O;G1E;G1S(#$S,"`P(%(-"CX^#0IE;F1O8FH- M"C$S,B`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$P-R`P(%(- M"B]297-O=7)C97,@,3,T(#`@4@T*+T-O;G1E;G1S(#$S,R`P(%(-"CX^#0IE M;F1O8FH-"C$S-2`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S M."`P(%(-"B]297-O=7)C97,@,3,W(#`@4@T*+T-O;G1E;G1S(#$S-B`P(%(- M"CX^#0IE;F1O8FH-"C$S.2`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R M96YT(#$S."`P(%(-"B]297-O=7)C97,@,30Q(#`@4@T*+T-O;G1E;G1S(#$T M,"`P(%(-"CX^#0IE;F1O8FH-"C$T,B`P(&]B:@T*/#P-"B]4>7!E("]086=E M#0HO4&%R96YT(#$S."`P(%(-"B]297-O=7)C97,@,30T(#`@4@T*+T-O;G1E M;G1S(#$T,R`P(%(-"CX^#0IE;F1O8FH-"C$T-2`P(&]B:@T*/#P-"B]4>7!E M("]086=E#0HO4&%R96YT(#$S."`P(%(-"B]297-O=7)C97,@,30W(#`@4@T* M+T-O;G1E;G1S(#$T-B`P(%(-"CX^#0IE;F1O8FH-"C$T."`P(&]B:@T*/#P- M"B]4>7!E("]086=E#0HO4&%R96YT(#$S."`P(%(-"B]297-O=7)C97,@,34P M(#`@4@T*+T-O;G1E;G1S(#$T.2`P(%(-"CX^#0IE;F1O8FH-"C$U,2`P(&]B M:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S."`P(%(-"B]297-O=7)C M97,@,34S(#`@4@T*+T-O;G1E;G1S(#$U,B`P(%(-"CX^#0IE;F1O8FH-"C$U M-"`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S."`P(%(-"B]2 M97-O=7)C97,@,34V(#`@4@T*+T-O;G1E;G1S(#$U-2`P(%(-"CX^#0IE;F1O M8FH-"C$U-R`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT(#$S."`P M(%(-"B]297-O=7)C97,@,34Y(#`@4@T*+T-O;G1E;G1S(#$U."`P(%(-"CX^ M#0IE;F1O8FH-"C$V,"`P(&]B:@T*/#P-"B]4>7!E("]086=E#0HO4&%R96YT M(#$S."`P(%(-"B]297-O=7)C97,@,38R(#`@4@T*+T-O;G1E;G1S(#$V,2`P M(%(-"CX^#0IE;F1O8FH-"C<@,"!O8FH-"CP\#0HO5'EP92`O4&%G97,-"B]+ M:61S(%LQ(#`@4B`X(#`@4B`Q,2`P(%(@,34@,"!2(#(P(#`@4B`R,R`P(%(@ M,C8@,"!2(#(Y(#`@4B`S,B`P(%(@,S4@,"!270T*+T-O=6YT(#$P#0HO4&%R M96YT(#0Q(#`@4@T*/CX-"F5N9&]B:@T*-#(@,"!O8FH-"CP\#0HO5'EP92`O M4&%G97,-"B]+:61S(%LS."`P(%(@-#,@,"!2(#0V(#`@4B`T.2`P(%(@-3(@ M,"!2(#4U(#`@4B`U."`P(%(@-C$@,"!2(#8T(#`@4B`V-R`P(%)=#0HO0V]U M;G0@,3`-"B]087)E;G0@-#$@,"!2#0H^/@T*96YD;V)J#0HW-"`P(&]B:@T* M/#P-"B]4>7!E("]086=E7!E M("]#871A;&]G#0HO4&%G97,@-#$@,"!2#0H^/@T*96YD;V)J#0HQ-C8@,"!O M8FH-"CP\#0HO0W)E871I;VY$871E("A$.C$Y,3`Q,#8R.#$V,38P-"D-"B]0 M -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.V

   1
                                                                  Exhibit 10(v)

                            [LOGO PIONEER STANDARD]


                       PIONEER-STANDARD ELECTRONICS, INC.
                       ----------------------------------

                        SENIOR EXECUTIVE DISABILITY PLAN
                        --------------------------------








                          Effective Date: April 1, 2000


                       (Revision Date: September 19, 2000)



   2

                       PIONEER-STANDARD ELECTRONICS, INC.
                       ----------------------------------

                                SENIOR EXECUTIVE
                                ----------------

         This Plan is hereby adopted by Pioneer-Standard Electronics, Inc. a
corporation organized and existing under and by virtue of the laws of the State
of Ohio (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

         WHEREAS, the Company desires to establish the Pioneer-Standard
Electronics, Inc. Senior Executive Disability Plan (hereinafter referred to as
the "Plan") in order to supplement long term disability benefits paid to certain
covered Employees under the long-term disability program sponsored by the
Company; and

         NOW, THEREFORE, the Company hereby adopts the Plan, effective April 1,
2000, as follows:


   3


                                TABLE OF CONTENTS
                                -----------------

                                                           ARTICLE NO.
                                                           -----------

     NAME AND PURPOSE                                           1

     DEFINITIONS                                                2

     ELIGIBILITY AND PARTICIPATION                              3

     ELIGIBILITY FOR DISABILITY BENEFITS                        4

     AMOUNT OF BENEFITS                                         5

     ADMINISTRATION AND CLAIMS PROCEDURE                        6

     AMENDMENT AND TERMINATION                                  7

     MISCELLANEOUS                                              8



   4


                                   ARTICLE 1
                                   ---------

                                NAME AND PURPOSE
                                ----------------

         1.1 NAME. The name of this Plan shall be the PIONEER-STANDARD
ELECTRONICS, INC. SENIOR EXECUTIVE DISABILITY PLAN.

         1.2. PURPOSE. This Plan is hereby established for the purpose of
providing income to the Participants in this Plan upon their disablement.

         1.3. PLAN FOR A SELECT GROUP. This Plan shall only cover employees of
the Company who are members of a select group of management or highly
compensated employees; within the meaning of Sections 201(2), 301(a)(3),
401(a)(1) and 4021(b)(6) of ERISA. The Company shall have the authority to take
any and all action necessary or desirable in order that this Plan satisfies the
requirements set forth in ERISA and regulations thereunder applicable to plans
maintained for employees who are members of a select group of management or
highly compensated employees. Moreover, this Plan at all times shall be
administered in such a manner, and benefits hereunder shall be so limited,
notwithstanding any contrary provision of this Plan, in order that this Plan
shall constitute such a plan.

         1.4. NOT A FUNDED PLAN. It is the intention and purpose of the Company
that this Plan shall be deemed to be "unfunded" for tax purposes as well as
being such a plan as would properly be described as "unfunded" for purposes of
Title I of ERISA. This Plan shall be administered in such a manner,
notwithstanding any contrary provision of this Plan, in order that it will be so
deemed and would be so described.

                                      1-1
   5

                                   ARTICLE 2
                                   ---------

                                  DEFINITIONS
                                  -----------

         Unless the context otherwise indicates, the following words used herein
shall have the following meanings whenever used in this Plan:

         2.1. ACTIVE SERVICE. The words "Active Service" shall mean, with
respect to any Covered Employee, his performance in the customary manner of all
of the regular duties of his employment while employed with the company on a
full-time basis.

         2.2. ADMINISTRATOR. The word "Administrator" shall mean the Company.

         2.3. AFFILIATE. The word "Affiliate" generally shall mean any
corporation or business organization that, directly or indirectly, through one
or more intermediaries controls is controlled by, or is under common control
with the Company, and particularly shall mean any corporation of which fifty
percent (50%) of the voting stock is directly or indirectly owned by the
Company.

         2.4. AGE. The word "Age" shall mean a Participant's actual attained
Age.

         2.5. ANNUAL INCENTIVE COMPENSATION PLAN. The words "Annual Incentive
Compensation Plan" shall mean an arrangement used to provide annual Incentive
compensation to employees of the Company, whether set forth in a plan, contained
in individual employment agreements or otherwise.

         2.6. APPEALS COMMITTEE. The words "Appeals Committee" shall mean the
Appeals Committee established pursuant to Article 6.7 hereof.

         2.7. BOARD. The word "Board" shall mean the Board of Directors of the
Company.

                                      2-1

   6

         2.8. CODE. The word "Code" shall mean the Internal Revenue Code of
1986, as amended, and any regulations or other pronouncements promulgated
thereunder. Whenever a reference is made herein to a specific Code Section, such
reference shall be deemed to include any successor Code Section having the same
or a similar purpose.

         2.9. COMPANY. The word "Company" shall mean Pioneer-Standard
Electronics, Inc. or any successor corporation or business organization which
shall assume the obligations of the Company under this Plan.

         2.10. COVERED COMPENSATION. The word "Covered Compensation" shall mean
the base monthly rate of compensation paid by the Company to a Participant for
services rendered as a Covered Employee, adjusted as follows:

                  (a)      Compensation shall be increased for salary reduction
                           amounts which are excluded from the taxable income of
                           the Employee under Code Sections 125, 402(e)(3) and
                           402(h); and

                  (b)      Compensation shall be increased by amounts which are
                           paid to the Participant as a part of an Annual
                           Incentive Compensation Plan.

         2.11. COVERED EMPLOYEE. The words "Covered Employee" shall mean any
elected officer of the Company and any other Employee of the Company who shall
be so designated by the Chief Executive Officer of the Company.

         2.12. DATE OF DISABILITY. The words "Date of Disability" shall mean the
first date on which a Participant is absent from the Active Service of the
Company by reason of Disability. In the event a Participant shall have more than
one period of absence from Active Service by reason of Disability, his Date of
Disability shall be:

                  (a)      the first day of the second absence, if the absences
                           are separated by at least thirty (30) consecutive
                           days of Active Service;

                                      2-2
   7



                  (b)      the first day of the second absence, if the absences
                           are separated by at least one (1) day of Active
                           Service and the cause of the second absence is
                           entirely unrelated to the cause of the first absence;
                           or

                  (c)      the first day of the first absence in all other
                           cases.

         2.13. DISABILITY. The word "Disability" shall mean, with respect to any
Participant, a medically determinable physical or mental impairment which
qualifies the Participant to receive benefits under the Company's long-term
disability plan except that no Participant shall be deemed to have a Disability
if such Disability was:

                  (a)      contracted, suffered or incurred while the
                           Participant was engaged in, or resulted from his
                           having engaged in a criminal act or enterprise;

                  (b)      resulted from the Participant's addiction,
                           habituation or use of alcohol, narcotics or
                           hallucinogens; provided, however, that where such
                           Participant is determined to be a qualified
                           individual with a disability within the meaning of
                           the Americans with DisabIlities Act (42 United States
                           Code Section 12101, et seq.) with respect to such
                           Disability, the exclusion contained in this paragraph
                           (ii) shall be limited to such Participant's engaging
                           in the illegal use of drugs or alcohol within the
                           meaning of 42 United States Code Section 12114; or
                           resulted from any intentionally self-inflicted
                           injury.

                           A determination of Disability shall be made by the
Administrator with the advice of competent medical authority.

         2.14. EFFECTIVE DATE. The words "Effective Date" shall mean April 1,
2000.

         2.15. EMPLOYEE. The word "Employee" shall mean any common-law employee
of the Company, whether or not an officer or member of the Board, but excluding
any temporary Employee and any person serving the Company only in the capacity
of a member of the Board.

         2.16. ERISA. The word "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended, and any regulations or other pronouncements
promulgated thereunder. Whenever a reference is made herein to a specific ERISA
Section, such

                                      2-3
   8


reference shall be deemed to include any successor ERISA Section having the same
or a similar purpose.

         2.17. LONG TERM DISABILITY PERIOD. The words "Long Term Disability
Period" shall mean, for a Participant who has a Disability and who has not
attained Age sixty-five (65), the period commencing on the first day of the
fifth (5th) full month following his Date of Disability and continuing until the
later of:

                  (a)      the first day of the month coinciding with or next
                           following his attainment of Age sixty-five (65); or

                  (b)      the last day of the twenty-fourth (24th) full month
                           following his Date of Disability.

         2.18 MILITARY SERVICE. The words "Military Service" shall mean duty in
the Armed Forces of the United States, whether voluntary or involuntary,
provided that the Employee serves not more than one voluntary enlistment or tour
of duty and further provided that such voluntary enlistment or tour of duty does
not follow involuntary duty.

         2.19. PARTICIPANT. The word "Participant" shall mean any eligible
Employee who has become a participant in accordance with Article 3, and who
remains a Participant.

         2.20. PLAN. The word "Plan" shall mean the Pioneer-Standard
Electronics, Inc. Senior Executive Disability Plan as set forth herein,
effective as of the Effective Date, and as it may be amended from time to time
hereafter.

         2.21. PLAN YEAR. The words "Plan Year" shall mean the twelve (12)
month period ending on December 31 in each calendar year. The first Plan Year
shall mean the period between April 1, 2000 and ending December 31,2000.

                                      2-4

   9

         2.22. TERMINATION OF EMPLOYMENT: The words "Termination of Employment"
shall mean the cessation of a Participant's service with the Company for any of
the following reasons:

                  (a)      his discharge by the Company or an Affiliate for
                           cause unless he is subsequently reemployed and given
                           pay back to his date of discharge;

                  (b)      his voluntary Termination of Employment;

                  (c)      his retirement;

                  (d)      his failure to return to work:

                           (i)      at the end of any leave of absence
                                    authorized by the Company; or

                           (ii)     within ninety (90) days following such
                                    Employee's release from Military Service or
                                    within any other period following Military
                                    Service in which such Employee's right to
                                    reemployment with the Company is guaranteed
                                    by law; or

                           (iii)    after the cessation of disability income
                                    payments under this Plan or under any other
                                    sick leave or disability program of the
                                    Company;

         2.23. 30 DAY WAITING PERIOD. The words "30 Day Waiting Period" shall
mean the thirty (30) consecutive days immediately following a Participant's Date
of Disability.

                                      2-5

   10

                                   ARTICLE 3
                                   ---------

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

         3.1. ELIGIBILITY. Each Employee who is or shall become a Covered
Employee shall be eligible to become a Participant on or as of such date
specified by the Company.

         3.2. PARTICIPATION. Any Employee shall automatically cease to be a
Participant in the Plan on the date the Employee ceases to be a Covered Employee
as such term is defined in Section 2.11 hereof; provided, however, that an
Employee shall not cease to be a Participant in the Plan by reason of his
transfer to employment, as a salaried Employee, with an Affiliate.

                                      3-1

   11

                                    ARTICLE 4
                                    ---------

                       ELIGIBILITY FOR DISABILITY BENEFITS
                       -----------------------------------

         4.1. ELIGIBILITY FOR LONG TERM DISABILITY BENEFITS. A Participant whose
Disability continues through the end of fifth (5th) full month following his
Date of Disability and who has not attained age sixty-five (65), shall be
eligible to receive long term disability benefits payable monthly in the amount
determined in accordance with Article 5 hereof. Such long term Disability
benefits shall commence ON THE FIRST DAY OF THE FIFTH (5TH) FULL MONTH FOLLOWING
HIS DATE OF DISABILITY. Such benefit shall cease upon the earliest to occur of:

                  (a)      the Participant's engaging in any Gainful Occupation
                           or Employment other than Rehabilitative Employment;

                  (b)      the end of the Long Term Disability Period and
                           Extended Long Term Disability Period;

                  (c)      the determination by the Administrator on the basis
                           of a medical examination or a physician's statement
                           that the Participant ceases to be disabled; or

                  (d)      the Participant's refusal to submit a physician's
                           statement or to undergo a medical examination ordered
                           by the Administrator, subject to the provisions of
                           Section 4.2 hereof,

         4.2. APPLICATION FOR BENEFITS. Each Participant who has a Disability
shall apply for Disability benefits in writing on such form or forms as the
Administrator shall prescribe. A Participant shall become entitled to Disability
benefits on application only if the Administrator finds that he has a Disability
as described in Section 2.13 hereof. In any case, where the Administrator makes
a determination with respect to the Disability of any Participant applying for
Disability benefits, the Participant shall be required periodically to submit,
at the Company's expense, a physician's statement as to the extent of his
Disability and may be required to submit to such examinations and
reexaminations by a clinic, physician or physicians

                                      4-1

   12

selected by the Administrator as the Administrator deems necessary to establish
his eligibility for such benefits or his continued eligibility therefor. The
Administrator may substitute other equally conclusive diagnostic medical
evidence, if it so decides in place of such physician's statement and such
examination by a clinic, physician or physicians. Fees of any clinic, physician
or physicians making such examinations shall be paid by the Company.

         4.3. CESSATION OF ACTIVE PARTICIPATION INITIATED BY THE ADMINISTRATOR.
In the event that the Administrator determines, in its sole discretion, that a
Participant is not, or may not be, a member of a "select group of management or
highly compensated employees" within the meaning of Sections 201(2), 301(a)(3),
401(a)(1) or 4021(b)(6) of ERISA, then the Administrator may, in its sole
discretion, terminate such Participant's active participation in this Plan.

         4.4 TAX WITHHOLDING. The Company may withhold from any payment made by
it under this Plan such amount or amounts as may be required for purposes of
complying with the tax withholding or other provisions of the Code, the Social
Security Act or any state or local income or employment tax act or for purposes
of paying any estate, inheritance or other tax attributable to any amounts
payable hereunder.

                                      4-2

   13
                                    ARTICLE 5
                                    ---------

                               AMOUNT OF BENEFITS
                               ------------------

         5.1. AMOUNT OF LONG TERM BENEFITS. The monthly amount of Long Term
Disability benefits payable under the Plan shall be an amount which, on an after
tax basis, when combined with any benefits payable to the Participant under the
Company's Long Term Disability program, shall equal sixty percent (60%) of the
Participant's total W-2 earnings in the year prior to the disability start date.
If benefits are payable for any period of time which is less than a full month,
the amount of monthly benefits payable for such period will be proportionately
reduced.

         5.2 The amount of disability benefits payable to a Participant under
this Plan shall be reduced by:

                  (a)      the amount of any other income paid or payable by
                           reason of such Participant's Disability pursuant to
                           any of the following;

                           (i)      the Federal Social Security Act determined
                                    pursuant to Section 5.3 hereof (including
                                    any benefits payable to the Participant's
                                    dependents on account of his disability);

                           (ii)     any state or federal government disability
                                    or retirement plan;

                           (iii)    any workmen's compensation or similar law
                                    determined pursuant to Section 5.4 hereof;
                                    or

                           (iv)     any other disability, retirement, income or
                                    salary continuance program sponsored by the
                                    Company;

                  (b)      after his attainment of Age sixty-five (65), the
                           amount of any Federal Old Age Benefits paid or
                           payable under the Federal Social Security Act
                           determined pursuant to Section 5.3 hereof
                          (including any benefits payable to the Participant's
                          dependents).

         5.3. For the purposes of this Plan, any Participant covered under the
Federal Social Security Act will be deemed to be receiving periodic cash
payments, commencing at the

                                      5-1
   14

end of any waiting period required under said Act in an amount equal to the
amount he and his dependents would receive if they were receiving such payments,
unless the Participant submits proof to the Administrator that proper
application for such payments was made and that such application was denied. Any
subsequent changes in the amount of benefits payable under the Federal Social
Security Act (except changes due to changes in the number of a Participant's
dependents) shall not reduce or increase the amount of benefits payable under
this Plan. However, for the purposes of this Plan, if a change in the number of
dependents occurs, the amount of the Participant's benefit will be adjusted by
the amount of benefit payable under the Federal Social Security Act applicable
to that dependent based on the amount of benefit which was or would have been
payable at the time the Participant was initially eligible for benefits under
the Federal Social Security Act due to the same disability or due to his
attainment of Age sixty-five (65).

         5.4. For the purposes of this Plan, the amount of any income paid or
payable to a Participant under any workmen's compensation or similar law shall
be deemed to be any amount payable to or on behalf of the Participant on account
of any injury or occupational disease causing a Disability in the nature of a
disability for which the Company or an Affiliate is liable, pursuant to any
Workmen's Compensation, occupational disease or similar laws, but excluding any
fixed statutory payments for the loss of any bodily member. In addition, if any
such amount is determined with respect to a period of time, the reduction under
Section 5.2 hereof shall be made only with respect to the same period; and
provided that, if any such amount is not determined with respect to a period of
time, the Administrator shall apportion the amount to a period of time under
procedures designed to result in a reduction comparable to that which would be
made if the amount had been determined with respect to a period of time.

                                      5-2
   15

                                    ARTICLE 6
                                    ---------

                       ADMINISTRATION AND CLAIMS PROCEDURE
                       -----------------------------------

         6.1. GENERAL RIGHTS, POWERS, AND DUTIES OF ADMINISTRATOR. The
Administrator, or such person or entity as the Administrator may delegate from
time to time hereunder, shall be responsible for the general administration of
this Plan and shall have all powers as may be necessary to carry out the
provisions of this Plan and may, from time to time, establish rules for the
administration of this Plan and the transaction of this Plan's business. In
addition to any powers, rights and duties set forth elsewhere in this Plan, the
Administrator shall have the following powers, rights and duties:

                  (a)      To enact such rules, regulations, and procedures and
                           to prescribe the use of such administrative forms as
                           it shall deem advisable;

                  (b)      To appoint or employ such agents, attorneys,
                           actuaries, accountants, assistants or other persons
                           (who may also be Participants in this Plan or be
                           employed by or represent the Company) at the expense
                           of the Company as it may deem necessary to keep its
                           records or to assist it in taking any other action
                           authorized or required hereunder;

                  (c)      To delegate to designated persons or entities the
                           right to exercise any of its powers or the obligation
                           to carry out any or all of its duties as
                           Administrator;

                  (d)      To interpret this Plan, and to resolve ambiguities,
                           inconsistencies and omissions, to determine any
                           question of fact, to determine the right to benefits
                           of, and the amount of benefits, if any, payable to
                           any person in accordance with the provisions of this
                           plan to resolve all questions arising under this
                           Plan;

                  (e)      To administer this Plan in accordance with its terms
                           and any rules and regulations it establishes;

                  (f)      To maintain such records concerning this Plan as it
                           deems sufficient, to prepare reports, returns and
                           other information required by this Plan or by law;
                           and

                                      6-1
   16

                  (g)      To direct the Company to pay benefits under this Plan
                           and to give such other directions and instructions as
                           may be necessary for the proper administration of
                           this Plan.

         6.2. INFORMATION TO BE FURNISHED TO THE ADMINISTRATOR. The Company
shall furnish the Administrator with such data and information as it may
reasonably require. The records of the Company shall be determinative of each
Participant's period of employment, Termination of Employment and the reason
therefor, leave of absence, reemployment, years of service, personal data, and
data regarding Base Salary. Participants shall furnish to the Administrator such
evidence, data or information and execute such documents as the Administrator
requests.

         6.3. CLAIM FOR BENEFITS. Any claim for benefits under this Plan shall
be made in writing to the Administrator in such a manner as the Administrator
shall prescribe. The Administrator shall process each such claim and determine
entitlement to benefits within ninety (90) days following its receipt of a
completed application for benefits unless special circumstances require an
extension of time for processing the claim. If such an extension of time for
processing is required, written notice of the extension shall be furnished to
the claimant prior to the termination of the initial ninety (90) day period. In
no event shall such extension exceed a period of ninety (90) days from the end
of such initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date as of which the
Administrator expects to render the final decision.

         If such a claim is wholly or partially denied by the Administrator, the
Administrator shall notify the claimant of the denial of the claim in writing,
delivered in person or mailed by first class mail to the claimant's last known
address. Such notice of denial shall contain:

                  (a)      the specific reason or reasons for denial of the
                           claim;

                  (b)      a reference to the relevant Plan provisions upon
                           which the denial is based;

                                      6-2

   17

                  (c)      a description of any additional material or
                           information necessary for the claimant to perfect the
                           claim, together with an explanation of why such
                           material or information is necessary; and

                  (d)      an explanation of this Plan's claim review
                           procedure.

If no such notice is provided, the claim shall be deemed denied. The
interpretations, determinations and decisions of the Administrator shall be
final and binding upon all persons with respect to any right, benefit and
privilege hereunder, subject to the review procedures set forth in this Article
6.

         6.4. REQUEST FOR REVIEW OF A DENIAL OF A CLAIM FOR BENEFITS. Any
claimant or any authorized representative of such claimant whose claim for
benefits under this Plan has been denied or deemed denied, in whole or in part,
by the Administrator may, upon written notice to the Appeals Committee, request
a review by the Appeals Committee of such denial of his or her claim for
benefits. Such claimant shall have sixty (60) days from the date the claim is
deemed denied, or sixty (60) days from receipt of the notice denying the claim,
as the case may be, in which to request such a review. Such notice must specify
the relief requested and the reason such claimant believes the denial should be
reversed.

         6.5. APPEALS PROCEDURE. The Appeals Committee is hereby authorized to
review the facts and relevant documents, including this Plan, to interpret this
Plan and other relevant documents and to render a decision on the claim of the
claimant. Such review may be made by written briefs submitted by the claimant
and the Administrator or at a hearing, or by both, as shall be deemed necessary
by the Appeals Committee. The Appeals Committee may, in it sole discretion,
appoint from its members an Appeal Examiner to conduct such review. Any hearing
conducted by an Appeal Examiner shall be held in such location as shall be
reasonably

                                      6-3

   18

convenient to the claimant. Any hearing conducted by the Appeals Committee shall
be held to the Corporate Headquarters of the Company or such other location as
the appeals Committee shall select. The date and time of such hearing shall be
designated by the Appeals Committee or the Appeal Examiner upon not less than
fifteen (15) days' notice to the claimant and the Administrator unless both of
them accept shorter notice. The notice shall specify that such claimant must
indicate in writing, at least five (5) days in advance of the time established
for such hearing, his or her intention to appear at the appointed time and
place, or the hearing will automatically be canceled. The reply shall specify
any other persons who will accompany him or her to the hearing, or such other
persons will not be admitted to the hearing. The Appeals Committee or the Appeal
Examiner shall make every effort to schedule the hearing on a day and at a time
which is convenient to both the claimant and the Administrator. The claimant, or
his or her duly authorized representative, may review all pertinent documents
relating to the claim in preparation for the hearing and may submit issues and
comments in writing prior to or during the hearing.

         6.6. DECISION UPON REVIEW OF DENIAL OF CLAIM FOR BENEFITS. After the
review has been completed, the Appeals Committee or the Appeal Examiner shall
render a decision in writing, a copy of which shall be sent to both the claimant
and the Administrator. In making its decision the Appeals Committee or the
Appeal Examiner shall have full power and discretion to interpret this Plan, to
resolve ambiguities, inconsistencies and omissions, to determine any question of
fact, to determine the right to benefits of, and the amount of benefits, if any,
payable to any person in accordance with the provisions of this Plan. The
Appeals Committee or the Appeal Examiner shall render a decision on the claim
review promptly, but not more than sixty (60) days after the receipt of the
claimant's request for review, unless special circumstances

                                      6-4

   19

(such as the need to hold a hearing) require an extension of time, in which case
the sixty (60) day period shall be extended to one hundred twenty (120) days.
Such decision shall include specific reasons for the decision and contain
specific references to the relevant Plan provisions upon which the decision is
based and, if the decision is made by an Appeal Examiner, the rights of the
claimant or the Administrator to request a review by the entire Appeals
Committee of the decision of the Appeal Examiner. The decision on review shall
be furnished to the claimant within the appropriate time described above. If the
decision on review is not furnished within such time, the claim shall be deemed
denied on review. [EITHER THE CLAIMANT OR THE ADMINISTRATOR MAY REQUEST A REVIEW
OF AN ADVERSE DECISION OF THE APPEAL EXAMINER BY FILING A WRITTEN REQUEST WITH
THE APPEALS COMMITTEE WITHIN THIRTY (30) DAYS AFTER THEY RECEIVE A COPY OF THE
APPEAL EXAMINER'S DECISION OR THE CLAIM IS DEEMED DENIED ON REVIEW. THE REVIEW
OF A DECISION OF THE APPEAL EXAMINER SHALL BE CONDUCTED BY THE APPEALS
COMMITTEE IN ACCORDANCE WITH THE PROCEDURES OF THIS SECTION 6.6 AND SECTION 6.5
HEREOF. THERE SHALL BE NO FURTHER APPEAL FROM A DECISION RENDERED BY A QUORUM OF
THE APPEALS COMMITTEE.] Except to the extent provided above, the decision of the
Appeals Committee or the Appeal Examiner shall be final and binding in all
respects on the Administrator, the Company and the claimant. Except as otherwise
provided in ERISA, the review procedures of this Section 6.6 and said Section
6.5 shall be the sole and exclusive remedy and shall be in lieu of all actions
at law, in equity, pursuant to arbitration or otherwise. In any event, a
claimant must exhaust the review procedures of this Section and said Section 6.5
prior to the commencement of any such action.

         6.7. ESTABLISHMENT OF APPEALS COMMITTEE. The Company shall appoint the
members of an Appeals Committee which shall consist of three (3) or more
members. The

                                      6-5

   20
members of the Appeals Committee shall remain in office at the will of the
Company and the Company, from time to time, may remove any of said members with
or without cause. A member of the Appeals Committee may resign upon written
notice to the remaining member or members of the Appeals Committee and to the
Company, respectively. The fact that a person is a Participant or a former
Participant or a prospective Participant shall not disqualify him from acting as
a member of the Appeals Committee, nor shall any member of the Appeals Committee
be disqualified from acting on any question because of his interest therein,
except that no member of the appeals Committee may act on any claim which such
member has brought as a Participant or former Participant under this Plan. In
case of the death, resignation or removal of any member of the Appeals
Committee, the remaining members shall act until a successor member shall be
appointed by the Company. At the Administrator's request, the Secretary of the
Company shall notify the Administrator in writing of the names of the original
members of the Appeals Committee, of any and all changes in the membership of
the Appeals Committee, of the member designated as Chairman, and the member
designated as Secretary, and of any changes in either office. Until notified of
a change, the Administrator shall be protected in assuming that there has been
no change in the membership of the Appeals Committee or the designation of
Chairman or of Secretary since the last notification was filed with it. The
Administrator shall be under no obligation at any time to inquire into the
membership of the Appeals Committee or its officers. All communications to the
Appeals Committee shall be addressed to its Secretary at the address of the
Company.

         6.8. OPERATIONS OF APPEALS COMMITTEE. On all matters and questions, a
decision of a majority of the members of the Appeals Committee shall govern and
control, but a meeting need not be called or held to make any decision. The
Appeals Committee shall appoint

                                      6-6
   21


one of its members to act as its Chairman and another member to act as
Secretary. The terms of office of these members shall be determined by the
Appeals Committee, and the Secretary and/or Chairman may be removed by the other
members of the Appeals Committee for any reason which such other members may
deem just and proper. The Secretary shall do all things directed by the Appeals
Committee. Although the Appeals Committee shall act by decision of a majority of
its members as above provided, nevertheless in the absence of written notice to
the contrary, every person may deal with the Secretary and consider his acts as
having been authorized by the Appeals Committee. Any notice served or demand
made on the Secretary shall be deemed to have been served or made upon the
Appeals Committee.

         6.9. LIMITATION OF DUTIES. The Company, the Administrator, the Appeals
Committee, the Appeal Examiner, and their respective officers, members,
Employees and agents shall have no duty or responsibility under this Plan other
than the duties and responsibilities expressly assigned to them herein or
delegated to them pursuant hereto. None of them shall have any duty or
responsibility with respect to the duties or responsibilities assigned or
delegated to another of them.

         6.10. EXPENSES OF ADMINISTRATION AND THE COMMITTEE. No fee or
compensation shall be paid to the Administrator or any member of the Appeals
committee for his or its services as such, but the Administrator and the Appeals
Committee may be reimbursed for his or its expenses by the Company. The
Administrator and the Appeals Committee may hire such attorneys, accountants,
actuaries, agents, clerks, and secretaries as they may deem desirable in the
performance of their functions, any of whom may also be advisors to the Company
or any affiliated company, and the expense associated with the hiring or
retention of any such person or persons shall be paid directly by the Company.

                                      6-7

   22


         6.11. INDEMNIFICATION. In addition to whatever rights of
indemnification an Employee of the Company who serves as a delegate of the
Administrator or the Company or is a member of the Appeals Committee may be
entitled to under the Certificate of Incorporation or bylaws of the Company,
under any provision of law or under any other agreement, the Company shall
satisfy any liability actually incurred by any such individual, including
reasonable expenses and attorney's fees, and any judgments, fines, and amounts
paid in settlement, in connection with any threatened, pending or completed
action, suit or proceeding which is related to the exercise or failure to
exercise by such individual of any powers, authority, responsibilities or
discretion provided under this Plan or reasonably believed by such individual to
be provided hereunder, and any action taken by such individual in connection
therewith. This indemnification for all such acts taken or omitted is
intentionally broad, but shall not provide indemnification for acts taken or
omissions occurring as a result of bad faith. Such indemnification will not be
provided to any person who is not a present or former Employee of the Company or
affiliated company thereof, nor shall it be provided for any claim by the
Company or affiliated company thereof against any such person. No
indemnification shall be provided to any person who is not an individual.

         6.12. LIMITATION OF ADMINISTRATIVE LIABILITY. Neither the
Administrator, nor the Appeals Committee, nor any of their respective officers,
members, Employees, agents and delegates shall be liable for any act taken by
such person or entity pursuant to any provision of this Plan except for gross
abuse of the discretion given it and them hereunder. No member of the Appeals
Committee shall be liable for the act of any other member. No member of the
Board shall be liable to any person for any action taken or omitted in
connection with the administration of this Plan.

                                      6-8

   23


         6.13. LIMITATION OF SPONSOR LIABILITY. Any right or authority
exercisable by the Company, pursuant to any provision of this Plan, shall be
exercised in the Company's capacity as sponsor of this Plan, or on behalf of the
Company in such capacity, and not in a fiduciary capacity, and may be exercised
without the approval or consent of any person in a fiduciary capacity. Neither
the Company, nor any of its respective officers, members, Employees, agents and
delegates, shall have any liability to any party for its exercise of any such
right or authority.

                                      6-9

   24


                                     ARTICLE 7
                                     ---------

                              AMENDMENT AND TERMINATION
                              -------------------------

         7.1. AMENDMENT, MODIFICATION AND TERMINATION. This Plan may be amended
or terminated by the Company at any time, or from time to time, by a document
executed on behalf of the Company by an officer thereof, which amendment,
modification or termination is authorized or ratified by the compensation
committee of the board.

         7.2. ASSUMPTION OF PLAN. If the Company shall be legally dissolved, be
declared bankrupt, make a general assignment for the benefit of creditors, merge
with another corporation, or sell substantially all of its assets, this Plan
shall terminate; provided, however, that if a successor corporation or other
business organization shall agree to assume the liabilities of this Plan, then
upon agreement with the Company, such corporation or business organization shall
become the Company for the purposes of this Plan.

         7.3. PLAN TERMINATION. Although it is the intention of the Company to
continue this plan indefinitely, the Company may, by action of the Board,
terminate this Plan at any time as evidenced by an instrument in writing
executed in the name of the Company by a duly authorized officer. The Company
shall notify the Administrator of any such termination.

                                      7-1

   25

                                    ARTICLE 8
                                    ---------

                                  MISCELLANEOUS
                                  -------------

         8.1. NO IMPLIED RIGHTS. Neither the establishment of this Plan nor any
amendment thereof shall be construed as giving any Participant or any other
person any legal or equitable right unless such right shall be specifically
provided for in his plan or conferred by specific action of the Company in
accordance with the terms and provisions of this Plan. Except as expressly
provided in this Plan, the Company shall not be required or be liable to make
any payment under this Plan.

         8.2. NO RIGHT TO COMPANY ASSETS. Neither the Participant nor any other
person shall acquire, by reason of this Plan, any right to or title to any
assets, funds or other property of the Company whatsoever including, without
limiting the generality of the foregoing, any specific assets, funds or other
property which the Company, in its sole discretion, may set aside in
anticipation of a liability hereunder. Any benefits which become payable
hereunder shall be paid from the general assets of the Company. The Participant
shall have only a contractual right to the amounts, if any, payable hereunder,
unsecured by any asset of the Company. Nothing contained in this Plan
constitutes a guarantee by the Company that the assets of the Company shall be
sufficient to pay any benefit to any person.

         8.3. NO EMPLOYMENT RIGHTS CREATED. This Plan shall not be deemed to
constitute a contract of employment between the Company and any Participant, nor
confer upon any Participant or Employee the right to be retained in the service
of the Company for any period of time, nor shall any provision hereof restrict
the right of the Company to discharge or otherwise deal with any Participant or
other Employees, with or without cause. Nothing herein

                                      8-1


   26


shall be construed as fixing or regulating the compensation payable to any
Participant or other Employee of the Company.

         8.4. OFFSET. If, at the time payments or installments of payments are
to be made hereunder, a Participant is indebted or obligated to the Company,
then the payments remaining to be made to the Participant may, at the discretion
of the Company, be reduced by the amount of such indebtedness or obligation;
provided, however, that an election by the Company not to reduce any such
payment or payments shall not constitute a waiver of its claim for such
indebtedness or obligation.

         8.5. NON-ASSIGNABILITY. Neither the Participant nor any other person
shall have any voluntary or involuntary right to commute, sell, assign, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the amounts, if any, payable hereunder, or any part
thereof, and any attempt to do so shall be void. All benefits are expressly
declared to be unassignable and non-transferable. No part of the benefits under
this Plan shall be, prior to actual payment, subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate maintenance owed by
the Participant or any other person, or be transferable by operation of law in
the event of the Participant's or any other person's bankruptcy or insolvency.

         8.6. NOTICE. Any notice required or permitted to be given under this
plan shall be sufficient if in writing and hand delivered, or sent by first
class mail, and if given to the Company, delivered to the principal office of
the Company, directed to the attention of the Vice President of Human Resources.
Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or the receipt for
registration or certification.

                                      8-2

   27

         8.7. GOVERNING LAWS. This Plan shall be construed and administered
according to ERISA and the laws of the State of Ohio.

         8.8. INCAPACITY. If the Administrator determines that any Participant
entitled to payments under this Plan is incompetent by reason of physical or
mental disability and is consequently unable to give a valid receipt for
payments made hereunder, or is a minor, the Administrator may order the payments
becoming due to such Participant to be made to another person for the benefit of
such Participant, without responsibility on the part of the Administrator to
follow the application of amounts so paid. Payments made pursuant to this
Section 8.8 shall completely discharge this Plan, the Administrator, the Company
and the Appeals Committee with respect to such payments.

         8.9. ADMINISTRATIVE FORMS. All applications, elections and designation
as made by a Participant in connection with this Plan shall become effective
only when provided to the Administrator in such form as is required by the
Administrator.

         8.10. INDEPENDENCE OF PLAN. Except as otherwise expressly provided
herein, this plan shall be independent of, and in addition to, any other
employee benefit agreement or plan or any rights that may exist from time to
time thereunder.

         8.11. RESPONSIBILITY FOR LEGAL EFFECT. Neither the Company, the
Administrator, the Appeals Committee, nor any officer, member, delegate or agent
of any of them, makes any representations or warranties, express or implied, or
assumes any responsibility concerning the legal, tax, or other implications or
effects of this Plan.

         8.12. SUCCESSORS. The terms and conditions of this Plan shall inure to
the benefit of and bind the Company, the Administrator, the Appeals Committee
and its members, the Participants and the successors, assigns, and personal
representatives of any of them.



                                       8-3


   28

         8.13. HEADINGS AND TITLES. The Section headings and titles of Articles
used in this Plan are for convenience of reference only and shall not be
considered in construing this Plan.

         8.14. GENERAL RULES OF CONSTRUCTION. The masculine gender shall include
the feminine and neuter, and vice versa, as the context shall require. The
singular number shall include the plural, and vice versa, as the context shall
require. The present tense of a verb shall include the past and future tenses,
and vice versa, as the context may require.

         8.15. SEVERABILITY. In the event that any provision or term of this
Plan, or any agreement or instrument required by the Administrator hereunder, is
determined by a judicial, quasi-judicial or administrative body to be void or
not enforceable for any reason, all other provisions or terms of this Plan or
such agreement or instrument shall remain in full force and effect and shall be
enforceable as if such void or nonenforceable provision or term had never been a
part of this plan, or such agreement or instrument.

         8.16. ACTIONS BY THE COMPANY. Except as otherwise provided herein,
including without limitation Section 6.9 hereof, all actions of the Company
under this Plan shall be taken by the Board, by any officer of the Company, or
by any other person designated by any of the foregoing.

         IN WITNESS WHEREOF, Pioneer-Standard Electronics, Inc., by its
appropriate officers duly authorized, has caused this Plan to be executed this
____day of April, 2000.

                                       PIONEER-STANDARD ELECTRONICS, INC.
                                           ("Company")

                                       By:
                                           -------------------------------------
                                       And:
                                           -------------------------------------

                                      8-4

EX-10.W

   1
                                                                  Exhibit 10(w)

Non-Competition Agreement

                                                         [LOGO PIONEER STANDARD]
- --------------------------------------------------------------------------------

NON-COMPETITION AGREEMENT
- -------------------------

PIONEER STANDARD                        Name:       Robert J. Bailey
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.

   2
Non-Competition Agreement

                                                         [LOGO PIONEER STANDARD]
- --------------------------------------------------------------------------------

Upon Employee's separation from employment with the Company, Employee agrees to
return and deliver to the Company all notes, notebooks, drawings, blueprints,
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 offices,
sales agents, or otherwise conducts business, be employed by, own, manage,
operate or control, or participate, directly or indirectly, in the ownership,
management, operation, or control of, or be connected with (whether as a
director, officer, employee, partner, consultant, or otherwise), any business
which competes with the Company in the distribution of electronic parts,
components or systems (the "Noncompetition Obligation").

(b) TERMINATION WITHOUT CAUSE. In the event that Employee's employment is
terminated without cause, the Company shall have the option to pay to Employee
his regular base and target incentive salary consistent with regular payroll
practices (the "Noncompetition Payments") for all or any part of the
Noncompetition Period. If the Company elects to make Noncompetition Payments to
Employee, then Employee will be bound by the Noncompetition Obligation set forth
in Subparagraph A, above, for the duration of Noncompetition Payments. All
decision as to: (1) whether to make Noncompetition Payments to Employee; and (2)
the duration of the Noncompetition Payments, shall be within the sole discretion
of the Company, and will be communicated to Employee at the time of termination.
It is acknowledged and understood that any Noncompetition Payments made
hereunder are in addition to, and independent of, any Severance Payments under
Paragraph 3, above and constitutes adequate consideration for the Noncompetition
objectives set forth herein. It is further acknowledged and understood that any
Noncompetition Obligation arising under this Subparagraph shall be in addition
to any other obligations on the part of Employee under this Agreement, including
but not limited to, his/her nondisclosure and nonsolicitation obligations.

6. NONSOLICITATION/NONINTERFERENCE. Employee further agrees that he/she will not
at any time during the Noncompetition Period, without the prior written consent
of the Company, directly or indirectly solicit or induce, attempt to solicit or
induce, or aid or assist in the solicitation or inducement of any employee,
agent, other representative or associate of the Company, vendor, and/or supplier
to terminate his, her, or its relationship with the Company.

7. ACKNOWLEDGMENT. Employee specifically acknowledges that the covenants set
forth in paragraphs four (4), five (5), and six (6) hereof are reasonable and
necessary in view of the nature of the relationship between Employee and the
Company and Employee's access to the Company's Confidential Information in
regard to his/her employment with the Company. Employee warrants and represents
that, in the event that the restrictions set forth in these paragraphs become
operative, he/she will be able to engage in other activities for the purpose of
earning a livelihood. Employee acknowledges that any breach of any of these
paragraphs will cause the Company immediate irreparable harm and hereby consents
to injunctive relief for any actual or threatened breach. Should the Company
succeed in any regard in enforcing any of the restrictive covenants set forth,
the Employee agrees to pay all expenses and costs, including reasonable
attorneys' fees, incurred by the Company in any enforcement proceeding.

Employee acknowledges that the covenants of paragraphs four (4), five (5), and
six (6) hereof are of the essence of this Agreement. They shall be construed as
independent of any other provision in this Agreement, and the existence of any
claim or cause of action of Employee against the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of any of these covenants.

8. PREEMPTION IN THE EVENT OF CHANGE IN CONTROL. The parties acknowledge that,
concurrent with the execution of this Agreement, they are entering into a Change
of Control Agreement dated February 25, 2000. In the event of a "Change of
Control", and for the duration of the "Change of Control Period", as those terms
are defined in the Change of Control Agreement, the parties agree as follows:

(a) It is the intent of the parties that severance provisions under this
Agreement are superceded by those contained in the Change of Control Agreement.
Accordingly, the Employee acknowledges that he/she shall have no right or
entitlement to severance payments under Paragraph 3 of this Agreement, in the
event of a Change of Control. The exclusive financial obligations of the Company
during the Change of Control Period shall be


   3

Non-Competition Agreement

                                                         [LOGO PIONEER STANDARD]
- --------------------------------------------------------------------------------

those set forth in Section 3 of the Change of Control Agreement.

(b) In the event that Employee's employment terminates for any reason during the
Change in Control Period, then Paragraph 5 of this Agreement (Noncompetition)
shall be of no force or effect, and neither the Employee nor the Company shall
have any obligation thereunder.

(c) Except as expressly provided by this Paragraph 8, all other provisions of
this Agreement shall remain binding on the parties during any Change in Control
Period, and shall otherwise be unaffected by a Change in Control.

(d) Upon expiration or termination of any Change in Control Period, Paragraphs 3
and 5 of this Agreement shall be restored in full, and shall be fully binding
upon the parties.

9. REFORMATION OF AGREEMENT; SEVERABILITY. In the event that any of the
paragraph(s) and/or provision(s) of this Agreement shall be found by a court of
competent jurisdiction to be invalid or unenforceable as expressly written, such
court shall reform such paragraph(s) and/or provision(s) to the end that
Employee shall be subject to reasonable obligation(s) under the circumstances
enforceable by the Company.

Should Employee be found to have been in breach of his/her noncompete and/or
nonsolicitation/ noninterference obligations, the Court shall extend or revise
the applicable restraint(s) so as to afford the Company the full period of
restraint(s) contemplated by this Agreement.

In the event that any paragraph(s) or provision(s) of this Agreement is found to
be void or unenforceable to any extent for any reason, it is the agreed-upon
intent of the parties hereto that all remaining paragraphs and provisions of
this Agreement shall remain in full force and effect to the maximum extent
permitted and that this Agreement shall be enforceable as if such void or
unenforceable paragraph(s) and/or provision(s) had never been a part hereof.

10. DISCLOSURE OF THIS AGREEMENT. Employee shall deliver a copy of this
Agreement to each person, business, or entity with whom he/she seeks employment,
partnership, or other business association at any time within two (2) years of
separation from employment with the Company.

11. ENTIRE AGREEMENT. This Agreement supersedes and replaces any existing
agreement or understanding between Employee and the Company relating to the
subject matters addressed herein. Employee and the Company recognize and agree
that this is the entire agreement between them concerning the topics expressly
addressed herein. Any modification of this Agreement must be in writing signed
by both parties.

12. ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be
binding as to, the Company, its affiliated and/or related businesses, as well as
to their successors and assigns.

13. GOVERNING LAW. This Agreement shall become effective as of the date set
forth below and shall be governed by, and contained in accordance with, the
internal, substantive laws of the State of Ohio. Employee agrees that the state
and federal courts located in the State of Ohio shall have jurisdiction in any
action, suit or proceeding against Employee based on or arising out of this
Agreement and Employee hereby: (a) submits to the personal jurisdiction of such
courts; (b) consents to service of process in connection with any action, suit
or proceeding against Employee; and (c) waives any other requirement (whether
imposed by statute, rule of court or otherwise) with respect to personal
jurisdiction, venue or service of process.


   4
Non-Competition Agreement

                                                         [LOGO PIONEER STANDARD]
- --------------------------------------------------------------------------------

IN WITNESS WHEREOF, Employee, having read and fully understood each of the
foregoing provisions, and the Company have executed this Agreement as of this
25th day of February, 2000.

EMPLOYEE: Robert Bailey                   ACCEPTED BY PIONEER-STANDARD
         ------------------------         ELECTRONICS, INC.
            (Print Name)

/s/ Robert J. Bailey 3/8/00               By:   /s/ Arthur Rhein
- ---------------------------------               --------------------------------
            (Signature)                         Name

                                         Title:
                                                --------------------------------

                        *Copy to be retained by Employee*

EX-10.X

   1
                                                                   Exhibit 10(x)


                                                         [LOGO PIONEER STANDARD]

                          CHANGE OF CONTROL AGREEMENT
                          ---------------------------

         THIS CHANGE OF CONTROL AGREEMENT by and between Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), and Robert J. Bailey
(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.

Prepared February 25, 2000

   2


         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.

Prepared February 25, 2000


   3




         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.

         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 compensation plan(s) of the Company in effect at such time; or
(ii) 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 preceding the date of termination under any and
all incentive compensation plan(s) of the Company in effect at such time; and

                  (c) 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 monthly amount paid or payable to Employee by the Company as an auto
allowance as in effect immediately preceding the Effective Date; and

                  (d) a cash payment equal to the amount of excise taxes (i.e.,
the "excise tax gross-up payment") which the Employee would be required to pay
pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended
("Code"), as a result of any payments made by or on behalf of the Company or any
successor thereto resulting in an "excess parachute payment" within the meaning
of Section 280G(b) of the Code. In addition to the foregoing, the cash payment
due to the Employee under this section 3.1(d) shall be increased by the
aggregate of the amount of federal, state and local income and excise taxes for
which the Employee will be liable on account of the cash payment to be made
under this section 3.1(d), such that the Employee will receive the excise tax
gross-up payment net of all income and excise taxes imposed on the Employee on
account of the receipt of the excise tax gross-up payment. The computation of
this payment shall be determined, at the expense of the Company, by an
independent accounting, actuarial or consulting firm selected by the Company.
Payment of the cash amount set forth

Prepared February 25, 2000


   4

above shall be made at such time as the Company shall determine, in its sole
discretion, but in no event later than the date five (5) business days before
the due date, without regard to any extension, for filing the Employee's federal
income tax return for the calendar year which includes the date as of which the
aforementioned "excess parachute payments" are determined. Notwithstanding the
foregoing, there shall be no duplication of payments by the Company under this
section 3.1(d) in respect of excise taxes under Section 4999 of the Code to the
extent the Company is making cash payments in respect of such excise taxes for
any other arrangement with the Employee. In the event that the Employee is
ultimately assessed with excise taxes under Section 4999 of the Code as a result
of payments made by the Company or any successor thereto which exceed the amount
of excise taxes used in computing the Employee's payment under this section
3.1(d), the Company or its successor shall indemnify the Employee for such
additional excise taxes plus any additional taxes, income taxes, interest and
penalties resulting from the additional excise taxes and the indemnity
hereunder; and

                  (e) for the twenty-four (24) month period following the date
of termination (the "Benefits Continuation Period"), the Company shall continue
to provide health insurance and retirement benefits to the Employee and/or the
Employee's family at least equal to those which would have been provided to them
if the Employee's employment had not been terminated, in accordance with the
most favorable plans, practices, programs or policies of the Company and its
Subsidiaries during the ninety (90) day period immediately preceding the
Effective Date or, if more favorable to the Employee, as in effect at any time
thereafter with respect to other key employees and their families, and for
purposes of eligibility for retirement benefits pursuant to such plans,
practices, programs and policies, the Employee shall be considered to have
remained employed until the end of the Benefits Continuation Period and to have
retired on the last day of such period. Notwithstanding the foregoing, the
Employee shall have no right to participate in any incentive compensation plan
of the Company subsequent to the date of termination; and

                  (f) if it would be illegal to provide the benefits under such
plans, practices, programs or policies referred to in Section 3.1(d) above due
to, among other things, nondiscrimination rules or tax qualification rules
applicable to such plans, practices, programs or policies, then the Company will
be deemed to be in compliance with this Agreement if it provides such Employee
with a comparable substitute therefor, provided the Employee and the Employee's
dependents are placed thereby in the same or a better economic position than if
the Company provided such benefits through its then existing plans, practices,
programs or policies.

         3.2 CAUSE. If the Employee's employment shall be terminated for Cause,
this Agreement shall terminate without further obligations of the Company to the
Employee hereunder.

         3.3 DEATH. If the Employee's employment is terminated by reason of the
Employee's death, this Agreement shall terminate without further obligations of
the Company to the Employee other than those obligations accrued or earned and
vested (if applicable) by the Employee as of the date of death.

Section 4. DISPUTES.

         It is the intent of the parties hereto that the following dispute
resolution procedure shall apply hereunder:

         (a) No payments or benefits need be paid hereunder except upon the
Notice of Termination provided for in Section 2.4 hereof or, if the Company does
not give such a Notice, upon a written application of the Employee or other
person claiming thereunder to the person specified in Section 8(d) hereof,
provided such claim may be made in general terms only specifying the basis for
the claim, and that it is made under this Agreement, without enumerating each
benefit claimed.

         (b) The Company must accept or reject the claim within thirty (30)
days.

Prepared February 25, 2000


   5

         (c) If the Company rejects the claim, it must do so in writing
specifying the reasons therefor.

         (d) If the claimant disagrees with the Company's decision, or if the
Company fails to respond within such thirty (30) day period, appeal shall be to
a court of competent jurisdiction. Such appeal shall be on a fully de novo basis
and the decision of the Company denying benefits shall not be entitled to any
deference by such court.

Section 5. EXCLUSIVITY OF RIGHTS.

         It is expressly understood and acknowledged by Employee that the
Company's obligations under Section 3 of this Agreement shall be in lieu of any
obligation on the part of the Company for payment of severance, salary,
incentive compensation, auto allowance, health and retirement benefits
(collectively, the "Severance Benefits") under any other Company plan, policy or
agreement (including but not limited to, the Non-Competition Agreement between
Company and Employee, and the Company's severance policy) in the event of
termination of Employee's employment with the Company during the Change in
Control Period. Accordingly, the Employee acknowledges that he/she shall not be
entitled to Severance Benefits other than those set forth in Section 3, and
understands that his/her exclusive entitlement to Severance Benefits during the
Change in Control Period shall be as set forth in Section 3.

         Except as provided in the foregoing paragraph of Section 5 hereof, and
subject thereto: (1) Nothing in this Agreement shall prevent or limit the
Employee's continuing or future participation in any benefit, bonus, incentive
or other plans, programs, policies or practices provided by the Company or any
of its Subsidiaries and for which the Employee may qualify, nor shall anything
herein limit or otherwise affect such rights as the Employee may have under any
stock option agreements with the Company or any of its Subsidiaries; (2) Amounts
which are vested benefits under any plan, policy, practice or program of the
Company or any of its Subsidiaries at or subsequent to the date of termination
shall be payable in accordance with such plan, policy, practice or program; and
(3) Employee shall be entitled to participate in any other plan, practice,
program or policy of either the Company or any successor to the Company referred
to in Section 7 hereof under which the Employee is entitled to participate by
law or by reason of being vested under such plan, practice, program or policy.

Section 6. FULL SETTLEMENT.

         Except as provided in this Section 6, the Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Employee. In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Employee under any of the provisions of this Agreement, nor shall any
amounts actually paid to the Employee by any person for services rendered prior
or subsequent to the date of termination reduce the Company's payment
obligations under Section 3.1 hereof. The Company agrees to pay, to the full
extent permitted by law, all legal fees and expenses which the Employee may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company or others of the validity or enforceability of, or liability
under, any provision of this Agreement, plus in each case interest at the
applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Section 7. SUCCESSORS.

         (a) This Agreement is personal to the Employee and without the prior
written consent of the Company shall not be assignable by the Employee. This
Agreement shall inure to the benefit of and be enforceable by the Employee's
legal representatives.

Prepared February 25, 2000
   6

         (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes this Agreement by operation of law, or otherwise.

Section 8. MISCELLANEOUS.

         (a) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to principles
of conflict of laws.

         (b) CAPTIONS. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

         (c) AMENDMENTS. This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors or legal representatives.

         (d) NOTICES. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

         If to the Employee:
                  Robert J. Bailey
                  13765 Equestrian Dr.
                  Burton, OH 44021

         If to the Company:

                  Pioneer-Standard Electronics, Inc.
                  4800 East 131st Street
                  Cleveland, OH 44105

                  Attention: Chief Executive Officer

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

         (e) SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

         (f) TAX WITHHOLDING. The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

         (g) NON-WAIVER. The Employee's failure to insist upon strict compliance
with any provision hereof shall not be deemed to be a waiver of such provision
or any other provision thereof.

Prepared February 25, 2000
   7

         (h) ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the Company and the Employee with respect to the subject matter hereof.

         (i) EMPLOYEE AN "AT WILL" EMPLOYEE. The Employee and the Company
acknowledge that the employment of the Employee by the Company is "at will,"
and, prior to the Effective Date, may be terminated by either the Employee or
the Company at any time with or without Cause without any obligation under or by
virtue of this Agreement. Upon a termination of the Employee's employment prior
to the Effective Date, there shall be no further rights under this Agreement.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
day and year first above written.


                                              /s/ Robert J. Bailey 3/8/00
                                              ----------------------------------
                                              Employee Name

                                              PIONEER-STANDARD ELECTRONICS, INC.


                                              By: /s/ Arthur Rhein
                                                  ------------------------------
                                                  Arthur Rhein
                                                  President & COO

Prepared February 25, 2000

EX-10.Y

   1
                                                                  Exhibit 10(y)

Non-Competition Agreement

                                                         [LOGO PIONEER STANDARD]
- --------------------------------------------------------------------------------
NON-COMPETITION AGREEMENT
- -------------------------

PIONEER STANDARD                             Name:        Peter J. Coleman
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.
   2
Non-Competition Agreement

                                                         [LOGO PIONEER STANDARD]
- --------------------------------------------------------------------------------
Upon Employee's separation from employment with the Company, Employee agrees to
return and deliver to the Company all notes, notebooks, drawings, blueprints,
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 offices,
sales agents, or otherwise conducts business, be employed by, own, manage,
operate or control, or participate, directly or indirectly, in the ownership,
management, operation, or control of, or be connected with (whether as a
director, officer, employee, partner, consultant, or otherwise), any business
which competes with the Company in the distribution of electronic parts,
components or systems (the "Noncompetition Obligation").

(b) TERMINATION WITHOUT CAUSE. In the event that Employee's employment is
terminated without cause, the Company shall have the option to pay to Employee
his regular base and target incentive salary consistent with regular payroll
practices (the "Noncompetition Payments") for all or any part of the
Noncompetition Period. If the Company elects to make Noncompetition Payments to
Employee, then Employee will be bound by the Noncompetition Obligation set forth
in Subparagraph A, above, for the duration of Noncompetition Payments. All
decision as to: (1) whether to make Noncompetition Payments to Employee; and (2)
the duration of the Noncompetition Payments, shall be within the sole discretion
of the Company, and will be communicated to Employee at the time of termination.
It is acknowledged and understood that any Noncompetition Payments made
hereunder are in addition to, and independent of, any Severance Payments under
Paragraph 3, above and constitutes adequate consideration for the
Noncompetition objectives set forth herein. It is further acknowledged and
understood that any Noncompetition Obligation arising under this Subparagraph
shall be in addition to any other obligations on the part of Employee under this
Agreement, including but not limited to, his/her nondisclosure and
nonsolicitation obligations.

6. NONSOLICITATION/NONINTERFERENCE. Employee further agrees that he/she will not
at any time during the Noncompetition Period, without the prior written consent
of the Company, directly or indirectly solicit or induce, attempt to solicit or
induce, or aid or assist in the solicitation or inducement of any employee,
agent, other representative or associate of the Company, vendor, and/or supplier
to terminate his, her, or its relationship with the Company.

7. ACKNOWLEDGMENT. Employee specifically acknowledges that the covenants set
forth in paragraphs four (4), five (5), and six (6) hereof are reasonable and
necessary in view of the nature of the relationship between Employee and the
Company and Employee's access to the Company's Confidential Information in
regard to his/her employment with the Company. Employee warrants and represents
that, in the event that the restrictions set forth in these paragraphs become
operative, he/she will be able to engage in other activities for the purpose of
earning a livelihood. Employee acknowledges that any breach of any of these
paragraphs will cause the Company immediate irreparable harm and hereby consents
to injunctive relief for any actual or threatened breach. Should the Company
succeed in any regard in enforcing any of the restrictive covenants set forth,
the Employee agrees to pay all expenses and costs, including reasonable
attorneys' fees, incurred by the Company in any enforcement proceeding.

Employee acknowledges that the covenants of paragraphs four (4), five (5), and
six (6) hereof are of the essence of this Agreement. They shall be construed as
independent of any other provision in this Agreement, and the existence of any
claim or cause of action of Employee against the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of any of these covenants.

8. PREEMPTION IN THE EVENT OF CHANGE IN CONTROL. The parties acknowledge that,
concurrent with the execution of this Agreement, they are entering into a Change
of Control Agreement dated February 25, 2000. In the event of a "Change of
Control", and for the duration of the "Change of Control Period", as those terms
are defined in the Change of Control Agreement, the parties agree as follows:

(a) It is the intent of the parties that severance provisions under this
Agreement are superceded by those contained in the Change of Control Agreement.
Accordingly, the Employee acknowledges that he/she shall have no right or
entitlement to severance payments under Paragraph 3 of this Agreement, in the
event of a Change of Control. The exclusive financial obligations of the Company
during the Change of Control Period shall be


   3
Non-Competition Agreement

                                                         [LOGO PIONEER STANDARD]
- --------------------------------------------------------------------------------
those set forth in Section 3 of the Change of Control Agreement.

(b) In the event that Employee's employment terminates for any reason during the
Change in Control Period, then Paragraph 5 of this Agreement (Noncompetition)
shall be of no force or effect, and neither the Employee nor the Company shall
have any obligation thereunder.

(c) Except as expressly provided by this Paragraph 8, all other provisions of
this Agreement shall remain binding on the parties during any Change in Control
Period, and shall otherwise be unaffected by a Change in Control.

(d) Upon expiration or termination of any Change in Control Period, Paragraphs 3
and 5 of this Agreement shall be restored in full, and shall be fully binding
upon the parties.

9. REFORMATION OF AGREEMENT; SEVERABILITY. In the event that any of the
paragraph(s) and/or provision(s) of this Agreement shall be found by a court of
competent jurisdiction to be invalid or unenforceable as expressly written, such
court shall reform such paragraph(s) and/or provision(s) to the end that
Employee shall be subject to reasonable obligation(s) under the circumstances
enforceable by the Company.

Should Employee be found to have been in breach of his/her noncompete and/or
nonsolicitation/noninterference obligations, the Court shall extend or revise
the applicable restraint(s) so as to afford the Company the full period of
restraint(s) contemplated by this Agreement.

In the event that any paragraph(s) or provision(s) of this Agreement is found to
be void or unenforceable to any extent for any reason, it is the agreed-upon
intent of the parties hereto that all remaining paragraphs and provisions of
this Agreement shall remain in full force and effect to the maximum extent
permitted and that this Agreement shall be enforceable as if such void or
unenforceable paragraph(s) and/or provision(s) had never been a part hereof.

10. DISCLOSURE OF THIS AGREEMENT. Employee shall deliver a copy of this
Agreement to each person, business, or entity with whom he/she seeks employment,
partnership, or other business association at any time within two (2) years of
separation from employment with the Company.

11. ENTIRE AGREEMENT. This Agreement supersedes and replaces any existing
agreement or understanding between Employee and the Company relating to the
subject matters addressed herein. Employee and the Company recognize and agree
that this is the entire agreement between them concerning the topics expressly
addressed herein. Any modification of this Agreement must be in writing signed
by both parties.

12. ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be
binding as to, the Company, its affiliated and/or related businesses, as well as
to their successors and assigns.

13. GOVERNING LAW. This Agreement shall become effective as of the date set
forth below and shall be governed by, and contained in accordance with, the
internal, substantive laws of the State of Ohio. Employee agrees that the state
and federal courts located in the State of Ohio shall have jurisdiction in any
action, suit or proceeding against Employee based on or arising out of this
Agreement and Employee hereby: (a) submits to the personal jurisdiction of such
courts; (b) consents to service of process in connection with any action, suit
or proceeding against Employee; and (c) waives any other requirement (whether
imposed by statute, rule of court or otherwise) with respect to personal
jurisdiction, venue or service of process.


   4

Non-Competition Agreement

                                                         [LOGO PIONEER STANDARD]
- --------------------------------------------------------------------------------

IN WITNESS WHEREOF, Employee, having read and fully understood each of the
foregoing provisions, and the Company have executed this Agreement as of this
25th day of February, 2000.


EMPLOYEE: Peter James Coleman              ACCEPTED BY PIONEER-STANDARD
          ----------------------------     ELECTRONICS, INC.
           (Print Name)
/s/ Peter J. Coleman                       By:   /s/ Arthur Rhein
- --------------------------------------           -------------------------------
           (Signature)                                  Name
                                           Title:
                                                 -------------------------------



                       *Copy to be retained by Employee*

EX-10.Z

   1
                                                                   Exhibit 10(z)

                                                         [LOGO PIONEER STANDARD]


                          CHANGE OF CONTROL AGREEMENT
                          ---------------------------

         THIS CHANGE OF CONTROL AGREEMENT by and between Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), and Peter J. Coleman
(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.

Prepared February 25, 2000


   2

         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.

Prepared February 25, 2000


   3

         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.

         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 compensation plan(s) of the Company in effect at such time; or
(ii) 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 preceding the date of termination under any and
all incentive compensation plan(s) of the Company in effect at such time; and

                  (c) 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 monthly amount paid or payable to Employee by the Company as an auto
allowance as in effect immediately preceding the Effective Date; and

                  (d) a cash payment equal to the amount of excise taxes (i.e.,
the "excise tax gross-up payment") which the Employee would be required to pay
pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended
("Code"), as a result of any payments made by or on behalf of the Company or any
successor thereto resulting in an "excess parachute payment" within the meaning
of Section 280G(b) of the Code. In addition to the foregoing, the cash payment
due to the Employee under this section 3.1(d) shall be increased by the
aggregate of the amount of federal, state and local income and excise taxes for
which the Employee will be liable on account of the cash payment to be made
under this section 3.1(d), such that the Employee will receive the excise tax
gross-up payment net of all income and excise taxes imposed on the Employee on
account of the receipt of the excise tax gross-up payment. The computation of
this payment shall be determined, at the expense of the Company, by an
independent accounting, actuarial or consulting firm selected by the Company.
Payment of the cash amount set forth

Prepared February 25, 2000

   4
above shall be made at such time as the Company shall determine, in its sole
discretion, but in no event later than the date five (5) business days before
the due date, without regard to any extension, for filing the Employee's federal
income tax return for the calendar year which includes the date as of which the
aforementioned "excess parachute payments" are determined. Notwithstanding the
foregoing, there shall be no duplication of payments by the Company under this
section 3.1(d) in respect of excise taxes under Section 4999 of the Code to the
extent the Company is making cash payments in respect of such excise taxes for
any other arrangement with the Employee. In the event that the Employee is
ultimately assessed with excise taxes under Section 4999 of the Code as a result
of payments made by the Company or any successor thereto which exceed the amount
of excise taxes used in computing the Employee's payment under this section
3.1(d), the Company or its successor shall indemnify the Employee for such
additional excise taxes plus any additional taxes, income taxes, interest and
penalties resulting from the additional excise taxes and the indemnity
hereunder; and

                  (e) for the twenty-four (24) month period following the date
of termination (the "Benefits Continuation Period"), the Company shall continue
to provide health insurance and retirement benefits to the Employee and/or the
Employee's family at least equal to those which would have been provided to them
if the Employee's employment had not been terminated, in accordance with the
most favorable plans, practices, programs or policies of the Company and its
Subsidiaries during the ninety (90) day period immediately preceding the
Effective Date or, if more favorable to the Employee, as in effect at any time
thereafter with respect to other key employees and their families, and for
purposes of eligibility for retirement benefits pursuant to such plans,
practices, programs and policies, the Employee shall be considered to have
remained employed until the end of the Benefits Continuation Period and to have
retired on the last day of such period. Notwithstanding the foregoing, the
Employee shall have no right to participate in any incentive compensation plan
of the Company subsequent to the date of termination; and

                  (f) if it would be illegal to provide the benefits under such
plans, practices, programs or policies referred to in Section 3.1(d) above due
to, among other things, nondiscrimination rules or tax qualification rules
applicable to such plans, practices, programs or policies, then the Company will
be deemed to be in compliance with this Agreement if it provides such Employee
with a comparable substitute therefor, provided the Employee and the Employee's
dependents are placed thereby in the same or a better economic position than if
the Company provided such benefits through its then existing plans, practices,
programs or policies.

         3.2 CAUSE. If the Employee's employment shall be terminated for Cause,
this Agreement shall terminate without further obligations of the Company to the
Employee hereunder.

         3.3 DEATH. If the Employee's employment is terminated by reason of the
Employee's death, this Agreement shall terminate without further obligations of
the Company to the Employee other than those obligations accrued or earned and
vested (if applicable) by the Employee as of the date of death.

Section 4. DISPUTES.

         It is the intent of the parties hereto that the following dispute
resolution procedure shall apply hereunder:

         (a) No payments or benefits need be paid hereunder except upon the
Notice of Termination provided for in Section 2.4 hereof or, if the Company does
not give such a Notice, upon a written application of the Employee or other
person claiming thereunder to the person specified in Section 8(d) hereof,
provided such claim may be made in general terms only specifying the basis for
the claim, and that it is made under this Agreement, without enumerating each
benefit claimed.

         (b) The Company must accept or reject the claim within thirty (30)
days.

Prepared February 25, 2000

   5



         (c) If the Company rejects the claim, it must do so in writing
specifying the reasons therefor.

         (d) If the claimant disagrees with the Company's decision, or if the
Company fails to respond within such thirty (30) day period, appeal shall be to
a court of competent jurisdiction. Such appeal shall be on a fully de novo basis
and the decision of the Company denying benefits shall not be entitled to any
deference by such court.

Section 5. EXCLUSIVITY OF RIGHTS.

         It is expressly understood and acknowledged by Employee that the
Company's obligations under Section 3 of this Agreement shall be in lieu of any
obligation on the part of the Company for payment of severance, salary,
incentive compensation, auto allowance, health and retirement benefits
(collectively, the "Severance Benefits") under any other Company plan, policy or
agreement (including but not limited to, the Non-Competition Agreement between
Company and Employee, and the Company's severance policy) in the event of
termination of Employee's employment with the Company during the Change in
Control Period. Accordingly, the Employee acknowledges that he/she shall not be
entitled to Severance Benefits other than those set forth in Section 3, and
understands that his/her exclusive entitlement to Severance Benefits during the
Change in Control Period shall be as set forth in Section 3.

         Except as provided in the foregoing paragraph of Section 5 hereof, and
subject thereto: (1) Nothing in this Agreement shall prevent or limit the
Employee's continuing or future participation in any benefit, bonus, incentive
or other plans, programs, policies or practices provided by the Company or any
of its Subsidiaries and for which the Employee may qualify, nor shall anything
herein limit or otherwise affect such rights as the Employee may have under any
stock option agreements with the Company or any of its Subsidiaries; (2) Amounts
which are vested benefits under any plan, policy, practice or program of the
Company or any of its Subsidiaries at or subsequent to the date of termination
shall be payable in accordance with such plan, policy, practice or program; and
(3) Employee shall be entitled to participate in any other plan, practice,
program or policy of either the Company or any successor to the Company referred
to in Section 7 hereof under which the Employee is entitled to participate by
law or by reason of being vested under such plan, practice, program or policy.

Section 6. FULL SETTLEMENT.

         Except as provided in this Section 6, the Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Employee. In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Employee under any of the provisions of this Agreement, nor shall any
amounts actually paid to the Employee by any person for services rendered prior
or subsequent to the date of termination reduce the Company's payment
obligations under Section 3.1 hereof. The Company agrees to pay, to the full
extent permitted by law, all legal fees and expenses which the Employee may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company or others of the validity or enforceability of, or liability
under, any provision of this Agreement, plus in each case interest at the
applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Section 7. SUCCESSORS.

         (a) This Agreement is personal to the Employee and without the prior
written consent of the Company shall not be assignable by the Employee. This
Agreement shall inure to the benefit of and be enforceable by the Employee's
legal representatives.

Prepared February 25, 2000

   6



         (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes this Agreement by operation of law, or otherwise.

Section 8. MISCELLANEOUS.

         (a) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to principles
of conflict of laws.

         (b) CAPTIONS. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

         (c) AMENDMENTS. This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors or legal representatives.

         (d) NOTICES. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

         If to the Employee:
                  Peter J. Coleman
                  10605 Boswell Lane
                  Potomac, MD 20854

         If to the Company:

                  Pioneer-Standard Electronics, Inc.
                  4800 East 131st Street
                  Cleveland, OH 44105

                  Attention: Chief Executive Officer

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

         (e) SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

         (f) TAX WITHHOLDING. The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

         (g) NON-WAIVER. The Employee's failure to insist upon strict compliance
with any provision hereof shall not be deemed to be a waiver of such provision
or any other provision thereof.


Prepared February 25, 2000


   7



         (h) ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the Company and the Employee with respect to the subject matter hereof.

         (i) EMPLOYEE AN "AT WILL" EMPLOYEE. The Employee and the Company
acknowledge that the employment of the Employee by the Company is "at will,"
and, prior to the Effective Date, may be terminated by either the Employee or
the Company at any time with or without Cause without any obligation under or by
virtue of this Agreement. Upon a termination of the Employee's employment prior
to the Effective Date, there shall be no further rights under this Agreement.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
day and year first above written.


                                        /s/ Peter J. Coleman 3/8/00
                                        ----------------------------------------
                                        Employee Name


                                        PIONEER-STANDARD ELECTRONICS, INC.


                                        By: /s/ Arthur Rhein
                                            ------------------------------------
                                            Arthur Rhein
                                            President & COO



Prepared February 25, 2000

EX-13

ex13

EX-21

   1


                                                                      Exhibit 21

               SUBSIDIARIES OF PIONEER-STANDARD ELECTRONICS, INC.

                                          State or jurisdiction of
Subsidiaries of the Company               organization or incorporation
- ---------------------------               -----------------------------

Pioneer-Standard Canada Inc.                Ontario
Pioneer-Standard FSC, Inc.                  Virgin Islands of the United States
Pioneer-Standard Illinois, Inc.             Delaware
Pioneer-Standard Minnesota, Inc.            Delaware
Pioneer-Standard Electronics, Ltd.          Delaware
Pioneer-Standard Financial Trust            Delaware
The Dickens Services Group, a
  Pioneer-Standard Company, LLC             Delaware
Supplystream, Inc.                          New York
Pioneer-Standard Electronics GmbH           Germany

EX-23

   1


                                                                      EXHIBIT 23

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Pioneer-Standard Electronics, Inc. and Subsidiaries of our report dated May
7, 2001 included in the 2001 Annual Report to Shareholders of Pioneer-Standard
Electronics, Inc. and Subsidiaries.

We also consent to the incorporation by reference in the Registration Statements
(Forms S-3 and Forms S-8) listed below and the related prospectuses of
Pioneer-Standard Electronics, Inc. and Subsidiaries of our reports dated May 7,
2001 with respect to the consolidated financial statements of Pioneer-Standard
Electronics, Inc. and Subsidiaries incorporated by reference in this Annual
Report (Form 10-K) for the year ended March 31, 2001 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission:

         -    Registration of 220,000 Common Shares (Form S-3 No. 333-26697)
         -    Registration of 1,000,000 Common Shares (Form S-3 No. 333-74225)
         -    Registration of 2,875,000 Trust Preferred Securities (Form S-3 No.
              333-57359)
         -    1995 Stock Option Plan for Outside Directors of Pioneer-Standard
              Electronics, Inc. (Form S-8 No. 333-07143)
         -    1991 Incentive Stock Option Plan of Pioneer-Standard Electronics,
              Inc. (Forms S-8 No. 33-46008 and 33-53329)
         -    1982 Incentive Stock Option Plan of Pioneer-Standard Electronics,
              Inc. (Form S-8 No. 33-18790)
         -    The Retirement Plan of Pioneer-Standard Electronics, Inc. (Form
              S-8 No. 333-40750).


                                                           /s/ Ernst & Young LLP

Cleveland, Ohio
June 28, 2001