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<page> 1 Exhibit (10) Amendment to Employment and Deferred Compensation Agreement This Is an Amendment to That Certain Employment and Deferred Compensation Agreement Dated as of January 1, 1979, as Amended on August 8, 1979 (The "Agreement"), by and Between Bell Industries, Inc., a Delaware Corporation (The "Company"), and Theodore E. Williams ("Employee"). Whereas, the Company and Employee Desire to Amend in Certain Respects the Agreement Which Sets Forth the Terms and Conditions of Employment and Retirement Benefits of Employee. It Is Therefore Agreed: A. Amendments 1. Section 3 of the Agreement Shall Be Deleted in Its Entirety And, in Lieu Thereof, the Following Section Shall Be Added: "3. Severance Benefit Within Sixty Days of the Earlier of Employee's Retirement as a Full Time Employee of the Company or His Death, the Company Shall Pay to Employee or His Estate the Sum of Two Million, One Hundred and Eighty Seven Thousand Dollars ($2,187,000)." 2. the First Sentence of Section 4 of the Agreement Shall Be Deleted in Its Entirety And, in Lieu Thereof, the Following Sentence Shall Be Added: "The Term of Employment Shall Be for the Period Beginning January 1, 1979 and Ending Upon Employee's Retirement." B. Other Provisions in Full Force and Effect All Other Terms and Provisions of the Agreement Shall Remain in Full Force and Effect and Shall Not Be Deemed Amended or Modified Hereby Except to the Extent Such Terms and Provisions May Be Inconsistent With This Amendment. in Witness Whereof, the Undersigned Have Executed This Amendment This 14th Day of September, 1994. Bell Industries, Inc. by /S/ Tracy A. Edwards, Vice President Theodore Williams by /S/ Theodore Williams
