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                                                                    EXHIBIT 99.1





                  1995 Stock Option Plan for Outside Directors
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                  1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS


         Pioneer-Standard Electronics, Inc., hereinafter called the "Company,"
hereby adopts a stock option plan for eligible directors of the Company
pursuant to the following terms and provisions:

         1.      PURPOSE OF THE PLAN.  The purpose of this plan, hereinafter
called the "Plan," is to provide additional incentive to those directors of the
Company who are not employees of the Company or any of its subsidiaries or
affiliates by encouraging them to acquire a new or an additional share
ownership in the Company, thus increasing their proprietary interest in the
Company's business and providing them with an increased personal interest in
the Company's continued success and progress.  These objectives will be
promoted through the grant of options to acquire the Company's Common Shares,
without par value (the "Common Shares"), pursuant to the terms of the Plan.
Only those directors who meet the qualifications stated above are eligible for
and shall receive options under this Plan.

         2.      EFFECTIVE DATE OF THE PLAN.  The Plan shall become effective
upon adoption by the Board of Directors on April 25, 1995, subject to approval
by holders of a majority of the outstanding shares of voting capital stock of
the Company.  In the event the Plan is not so approved within twelve (12)
months after the date the Plan is adopted by the Board of Directors, the Plan
and the options granted hereunder shall be null and void.

         3.      SHARES SUBJECT TO THE PLAN.  The shares to be issued upon the
exercise of the options granted under the Plan shall be Common Shares of the
Company.  Either treasury or authorized and unissued Common Shares, or both, as
the Board of Directors shall from time to time determine, may be so issued.
Common Shares which are subject of any lapsed, expired or terminated options
may be made available for reoffering under the Plan.  If an option granted
under this Plan is exercised pursuant to the terms and conditions of subsection
5(b), any Common Shares which are the subject thereof shall not thereafter be
available for reoffering under the Plan.

         Subject to the provisions of the next succeeding paragraph of this
Section 3, the aggregate number of Common Shares for which options may be
granted under the Plan shall be fifty thousand (50,000) Common Shares.

         In the event the date of adoption of the Plan by the Board of
Directors the Common Shares should, as a result of a stock split, stock
dividend, combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization or other such change, be increased or decreased or changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation, then (i) there shall
automatically be substituted for each Common Share subject to an unexercised
option (in whole or in part) granted under the Plan and each Common Share made
available for grant to each eligible Director pursuant to Section 4 hereof, the
number and kind of shares of stock or other securities into which each
outstanding Common Share shall be changed or for which each such Common Share
shall be exchanged, (ii) the option price per Common Share or unit of
securities shall be increased or decreased proportionately so that the
aggregate purchase price for the securities subject to the option shall remain
the same as immediately prior to such event, and (iii) the Board shall make
such other adjustments as may be appropriate and equitable to prevent
enlargement or dilution of option rights.  Any such adjustment may provide for
the elimination of fractional shares.

         4.      GRANT OF OPTIONS.  Subject to the terms of the Plan, and
effective upon its adoption by the Board of Directors, options shall be granted
to each eligible director for the purchase of a maximum of five thousand
(5,000)
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Common Shares by each such director at an option price per share equal to the
fair market value of a Common Share of the Company on the date said options are
granted.  Thereafter, options for the purchase of five thousand (5,000) Common
Shares shall be granted to each newly elected eligible director immediately
upon his or her election to the Board of Directors.  Each such option granted
shall be exercisable for a period of ten (10) years from the date of grant.
One thousand (1,000) Common Shares shall be exercisable during the first year
of said period.  Thereafter, during each succeeding year each such option may
be exercised for up to a maximum of twenty percent (20%) of the total number of
shares subject to the option, which annual rights of exercise shall be
cumulative.

         5.      OPTION PROVISIONS.

                 (a)      Limitation on Exercise and Transfer of Options.  Only
the director to whom the option is granted may exercise the same except where a
guardian or other legal representative has been duly appointed for such
director and except as otherwise provided in the case of such director's death.
No option granted hereunder shall be transferable otherwise than by the Last
Will and Testament of the director to whom it is granted or, if the director
dies intestate, by the applicable laws of descent and distribution.  No option
granted hereunder may be pledged or hypothecated, nor shall any such option be
subject to execution, attachment or similar process.

                 (b)      Exercise of Option.  Each option granted hereunder
may be exercised in whole or in part (to the maximum extent then exercisable)
from time to time during the option period, but this right of exercise shall be
limited to whole shares.  Options shall be exercised by the optionee giving
written notice to the Secretary or the Vice President, Treasurer and Assistant
Secretary of the Company at its principal business office, by certified mail,
return receipt requested, of intention to exercise the same and the number of
Common Shares with respect to which the Option is being exercised (the "Notice
of Exercise of Option") accompanied by full payment of the purchase price in
cash or in whole or in part in Common Shares having a fair market value on the
date before the option is exercised equal to that portion of the purchase price
for which payment in cash is not made.  Such Notice of Exercise of Option shall
be deemed delivered upon deposit into the mails.

                 (c)      Termination of Directorship.  If the optionee ceases
to be a director of the Company, his or her option shall terminate on the
effective date of termination of his or her directorship and neither he or she
nor any other person shall have any right after such date to exercise all or
any part of such option.  If, however, the termination of the directorship is
due to death, then the option may be exercised within twelve (12) months after
the optionee's death by the optionee's estate or by the person designated in
the optionee's Last Will and Testament or to whom transferred by the applicable
laws of descent and distribution.  Notwithstanding the foregoing, in no event
shall any option be exercisable after the expiration of the option period and
not to any greater extent than the optionee would have been entitled to
exercise the option at the time of death.

                 (d)      Acceleration of Exercise of Options in Certain
Events.  Notwithstanding anything in the foregoing to the contrary, in the
event of a "change in control" the eligible director shall have the immediate
right and option (notwithstanding the provisions of paragraph 4 hereof) to
exercise the option with respect to all Common Shares covered by the option,
which exercise, if made, shall be irrevocable.  The term "change in control"
shall include, but not be limited to:  (i) the first purchase of shares
pursuant to a tender offer or exchange (other than a tender offer or exchange
by the Company) for all or part of the Company's common shares of any class or
any securities convertible into such common shares; (ii) the receipt by the
Company of a Schedule 13D or other advice indicating that a person is the
"beneficial owner" (as that term is





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defined in Rule 13d-3 under the Securities Exchange Act of 1934) of twenty
percent (20%) or more of the Company's shares of capital stock calculated as
provided in paragraph (d) of said Rule 13d-3, other than a person who was the
beneficial owner of such percentage of the Company's capital stock on the date
of adoption of the Plan by the Board of Directors; (iii) the date of approval
by shareholders of the Company of an agreement providing for any consolidation
or merger of the Company in which the Company will not be the continuing or
surviving corporation or pursuant to which shares of capital stock, of any
class or any securities convertible into such capital stock, of the Company
would be converted into cash, securities, or other property, other than a
merger of the Company in which the holders of shares of all classes of the
Company's capital stock immediately prior to the merger would have the same
proportion of ownership of common stock of the surviving corporation
immediately after the merger; (iv) the date of the approval by shareholders of
the Company of any sale, lease, exchange, or other transfer (in one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company; or (v) the adoption of any plan or proposal for the liquidation
(but not a partial liquidation) or dissolution of the Company.

                 (e)      Option Agreements.  Options granted under the Plan
shall be subject to the further terms and provisions of an Option Agreement, a
copy of which is attached hereto as Exhibit 1, the execution of which by each
optionee shall be a condition to the receipt of an option.

         6.      INVESTMENT REPRESENTATION, APPROVALS AND LISTING.  The options
to be granted hereunder shall be further conditioned upon receipt of the
following investment representation from the optionee:

                 "I further agree that any Common Shares of Pioneer-Standard
         Electronics, Inc., which I may acquire by virtue of this option shall
         be acquired for investment purposes only and not with a view to
         distribution or resale; provided, however, that this restriction shall
         become inoperative in the event the said Common Shares subject to this
         option shall be registered under the Securities Act of 1933, as
         amended, or in the event there is presented to Pioneer-Standard
         Electronics, Inc.  an opinion of counsel satisfactory to
         Pioneer-Standard Electronics, Inc., Inc.  to the effect that the offer
         or sale of the Common Shares subject to this option may lawfully be
         made without registration under the Securities Act of 1933, as
         amended."

         The Company shall not be required to issue any certificate or
certificates for Common Shares upon the exercise of an option granted under the
Plan prior to (i) the obtaining of any approval from any governmental agency
which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the admission of such Common Shares to listing on any national
securities exchange on which the Common Shares may be listed, (iii) the
completion of any registration or other qualification of the Common Shares
under any state or federal law or ruling or regulations of any governmental
body which the Company shall, in its sole discretion, determine to be necessary
or advisable or the determination by the Company, in its sole discretion, that
any registration or other qualification of the Common Shares is not necessary
or advisable and (iv) the obtaining of an investment representation from the
optionee in the form stated above or in such other form as the Company, in its
sole discretion, shall determine to be adequate.

         7.      GENERAL PROVISIONS.  For all purposes of this Plan the fair
market value of a Common Share shall be determined as follows:  so long as the
Common Shares of the Company are listed upon an established stock exchange or
exchanges or on the Nasdaq National Market System such fair market value shall
be determined to be the highest closing price of such Common Shares on such
stock exchange or exchanges or on such market system on the day the option is
granted





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(or the day before the Common Shares are tendered as payment, in the case of
determining fair market value for that purpose) or if no sale of such Common
Shares shall have been made on any stock exchange on that day, then on the next
preceding day on which there was a sale of such Common Shares; and during any
period of time as such Common Shares are not listed upon an established stock
exchange or the Nasdaq National Market System the fair market value per share
shall be the last sales price of such Common Shares in the over-the-counter
market on the day the option is granted (or the day before the shares are
tendered as payment, in the case of determining fair market value for that
purpose), as reported by the National Association of Securities Dealers, Inc.

         The liability of the Company under the Plan and any distribution of
Common Shares made hereunder is limited to the obligations set forth herein
with respect to such distribution and no term or provision of the Plan shall be
construed to impose any liability on the Company in favor of any person with
respect to any loss, cost or expense which the person may incur in connection
with or arising out of any transaction in connection with the Plan, including,
but not limited to, any liability to any Federal, state, or local tax authority
and/or any securities regulatory authority.

         The Plan shall not be amended more than once every six (6) months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.

         With respect to Rule 16b-3 of the Securities Exchange Act of 1934, as
amended, or any successor to such Rule, (i) the Plan is intended to comply with
all applicable conditions of Rule 16b-3; (ii) all transactions are subject to
the conditions and requirements of Rule 16b-3, regardless of whether the
conditions are expressly set forth in the Plan; and (iii) any provision of the
Plan or actions by plan administrators that is contrary to any condition or
requirement of Rule 16b-3 shall not apply to any Director participating in the
Plan.

         Nothing in the Plan or in any option agreement shall confer upon any
optionee any right to continue as a director of the Company, or to be entitled
to any remuneration or benefits not set forth in the Plan or such option.

         Nothing contained in the Plan or in any option agreement shall be
construed as entitling any optionee to any rights of a shareholder as a result
of the grant of an option until such time as Common Shares are actually issued
to such optionee pursuant to the exercise of an option.

         The Plan may be assumed by the successors and assigns of the Company.

         The cash proceeds received by the Company from the issuance of Common
Shares pursuant to the Plan will be used for general corporate purposes or in
such other manner as the Board of Directors deems appropriate.

         The expense of administering the Plan shall be borne by the Company.

         The captions and section numbers appearing in the Plan are inserted
only as a matter of convenience.  They do not define, limit, construe or
describe the scope or intent of the provisions of the Plan.

         8.      TERMINATION OF THE PLAN.  The Plan shall terminate ten years
from the date of its adoption by the Board of Directors of the Company and
thereafter no options shall be granted hereunder.  All options outstanding at
the time of termination of the Plan shall continue in full force and effect in
accordance with and subject to their terms and the terms and conditions of the
Plan.

         9.      TAXES.  Appropriate provisions shall be made for all taxes
required to be withheld and/or paid in connection with the Options or the
exercise thereof, and the transfer of Common Shares pursuant thereto, under the





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applicable laws or other regulations of any governmental authority, whether
federal, state, or local and whether domestic or foreign.

         10.     VENUE.  The venue of any claim brought hereunder by an
eligible Director shall be Cleveland, Ohio.

         11.     CHANGES IN GOVERNING RULES AND REGULATIONS.  All references
herein to the Internal Revenue Code of 1986, as amended, or sections thereof,
or to rules and regulations of the Department of Treasury or of the Securities
and Exchange Commission, shall mean and include the Code sections thereof and
such rules and regulations as are now in effect or as they may be subsequently
amended, modified, substituted or superseded.

         IN WITNESS WHEREOF, PIONEER-STANDARD ELECTRONICS, INC., by its
appropriate officers duly authorized, has executed this instrument this 25th
day of April, 1995.

                                       PIONEER-STANDARD ELECTRONICS, INC.


                                       By:  /s/ James L. Bayman 
                                          -----------------------------------
                                          Its: President and Chief Executive
                                          Officer






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