AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) between ScanSource, Inc., a South
Carolina corporation (the “Company”), and John J. Ellsworth (the “Executive”) (each, a “Party,” and collectively, “the Parties”)
is effective as of May 17, 2010 (the “Effective Date”) as an amendment and restatement of the Amended and Restated
Employment Agreement between the Company and Executive (the “Existing Agreement”) effective as of September 2, 2008,
which amends and restates an Employment Agreement originally dated as of July 1, 2008 between the Company and the
Executive. The employment period covered by the Existing Agreement expires on September 2, 2010 (unless extended in the
event of a change in control of the Company).
The Company desires to continue to employ Executive as Vice President, General Counsel and Corporate Secretary, and
Executive is willing to continue to serve in such capacity, and the parties desire to document the terms and conditions of such
employment as stated in this Agreement.
In consideration of the foregoing and of the mutual commitments below, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Employment . On the Effective Date, Executive will be employed in the capacity stated above with such
commensurate responsibilities as are assigned to him by the Company’s Board of Directors (the “Board”) or Chief Executive
Officer (the “CEO”). Executive will report directly to the CEO.
2. Employment Period . Unless earlier terminated in accordance with Section 5, Executive’s employment will be for a
term (the “Employment Period”), beginning on the Effective Date and ending on June 30, 2012, the Employment Period End
Date. Provided, however, that if a Change in Control, as defined in Exhibit C hereto, occurs during the Employment Period, the
ending date of the Employment Period will be extended so that it expir