Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 14, 2009, Nu Horizons Electronics Corp. (the "Company") and
Kurt Freudenberg, the Company's Executive Vice President - Finance and Chief
Financial Officer, agreed to amend Mr. Freudenberg's compensation arrangement
effective as of March 1, 2009, the beginning of the Company's current fiscal
year. Pursuant to such compensation arrangement, which was approved by the
Compensation Committee of the Company's Board of Directors, Mr. Freudenberg's
base salary was increased to the rate of $360,000 per annum effective as of the
beginning of the Company's current fiscal year. However, Mr. Freudenberg will be
paid at the rate of $324,000 per annum until such time as the Company returns to
profitability, among other factors, pursuant to the Company's previously
announced cost-saving measures which implemented a ten percent reduction in
compensation paid to the majority of the Company's employees, including its
executive officers. The Compensation Committee determined to increase the rate
of base compensation payable to Mr. Freudenberg to a level commensurate to that
paid to chief financial officers at companies that are comparably-sized to the
Company, in accordance with information provided by an outside compensation
consulting firm, and taking into account the base salary and guaranteed minimum
bonus paid to Mr. Freudenberg for the fiscal year ended February 28, 2009, which
circumstantially results in a base salary at approximately the amended level. In
connection with its evaluation of Mr. Freudenberg's compensation arrangement,
the Compensation Committee also determined that it is advisable to eliminate any
bonus program for the Company's executive officers until such time as the
Company reports a profit, except to the extent that payment of a bonus is
otherwise required by the terms of an executive's employment agreement.
