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.

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