1 EXHIBIT 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN MICROAGE, INC.Employment Agreement • January 25th, 1996 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (ALAN P. HALD) THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First Amendment") is entered into as of this 1st day of October 1995, by and between MICROAGE, INC., a Delaware corporation (the "Company"), and ALAN...Employment Agreement • January 25th, 1996 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
ADMINISTRATIVE SERVICES AGREEMENT FOR THE NON-QUALIFIED DEFERRED COMPENSATION PLAN DOCUMENT BY THE PRUDENTIAL INSURANCE COMPANY OF AMERICAAdministrative Services Agreement • September 15th, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • New Jersey
RECITALSRights Agreement • October 25th, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Delaware
RECITALSLease Agreement • March 17th, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Texas
NON-QUALIFIED STOCK OPTION AGREEMENT (JEFFREY D. MCKEEVER) Mr. Jeffrey D. McKeever 2400 South MicroAge Way Tempe, Arizona 85282 Dear Jeff: Pursuant to action taken by the Compensation Committee (the "COMMITTEE") of the Board of Directors of MicroAge,...Non-Qualified Stock Option Agreement • January 29th, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Delaware
Among MICROAGE TECHNOLOGY SERVICES, L.L.C. and PINACOR, INC.,Credit Agreement • February 18th, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
ACKNOWLEDGMENT, WAIVER AND AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCINGMicroage Inc /De/ • February 18th, 2000 • Wholesale-computers & peripheral equipment & software • New York
MICROAGE, INC. 1995 DIRECTOR INCENTIVE PLAN STOCK OPTION AGREEMENT FOR STEVEN G. MIHAYLO April 29, 1999 Dear Steve: You were earlier notified that you are eligible to receive options to restructure your Director fees package to some extent. You...Microage Inc /De/ • June 21st, 1999 • Wholesale-computers & peripheral equipment & software
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of November 4, 1996 by and between MICROAGE, INC.Employment Agreement • January 31st, 1997 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
RECITALSRights Agreement • March 3rd, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Delaware
AS BORROWERS,Microage Inc /De/ • June 28th, 2000 • Wholesale-computers & peripheral equipment & software • New York
EXHIBIT A OUTLINE OF FLOOR PLAN OF PREMISES EXHIBIT A-1 DEPICTION OF RESERVED PARKING SPACES EXHIBIT B TENANT WORK LETTER EXHIBIT C NOTICE OF LEASE TERM DATES EXHIBIT D RULES AND REGULATIONS (i) EXHIBIT E FORM OF TENANT'S ESTOPPEL CERTIFICATE EXHIBIT...Office Lease • January 30th, 1998 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of November 4, 1996 by and between MICROAGE, INC.Employment Agreement • January 31st, 1997 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
AGREEMENTAgreement • September 15th, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
ARTICLE I DUTIES AND TERMEmployment Agreement • January 29th, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
FORM OF FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (EXECUTIVE)Employment Agreement • January 25th, 1996 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
TRUST AGREEMENT, hereinafter referred to as the "Agreement," made as of August 1, 1999, by and between MicroAge, Inc., an Arizona corporation (hereinafter referred to as the "Company"), and PRUDENTIAL TRUST COMPANY, a Pennsylvania corporation...Trust Agreement • September 15th, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Pennsylvania
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ADMINISTRATIVE SERVICES AGREEMENT FOR AN INDIVIDUALLY DESIGNED PLAN DOCUMENT This AGREEMENT is made and entered into by and between MicroAge, Inc. (the "Employer") on behalf of the MicroAge, Inc. Retirement...Agreement • September 15th, 1999 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • New Jersey
DERMODY P R O P E R T I E SMicroage Inc /De/ • January 31st, 1997 • Wholesale-computers & peripheral equipment & software • Nevada
Amendment to the Authorized Wholesaler U.S. Sales Agreement This Amendment to the Authorized Apple Wholesale U.S. Sales Agreement ("Agreement") amends the Authorized Apple Wholesaler U.S. Sales Agreement ("Agreement") entered into between Apple...Sales Agreement • March 21st, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software
DISTRIBUTOR AGREEMENT BETWEEN COMPAQ LATIN AMERICA CORPORATION AND PINACOR This Distributor Agreement ("Agreement") is made and entered into this 14th day of September, 1999 ("Effective Date"), by and between Compaq Latin America Corporation...Distributor Agreement • March 21st, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Texas
AMENDED and RESTATED EMPLOYMENT AGREEMENT dated as of November 4, 1996 by and between MICROAGE, INC.Employment Agreement • January 31st, 1997 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
RECITALSThe Agreement • June 28th, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
Customer Agreement IBM Digital Manufacturing Solutions (DMS) Project Change Authorization The purpose of this Project Change Authorization is to alter the existing Statement of Work to include the installation of IBM IndustryView for AAP at the...Customer Agreement • March 21st, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software
MICROAGE, INC. 1997 MANAGEMENT EQUITY PROGRAM AWARD AGREEMENT (ROBERT G. O'MALLEY) October 11, 1996 Dear Bob: Pursuant to the action taken by the Board of Directors of MicroAge, Inc. (the "Company") and the Compensation Committee of the Board of...Award Agreement • January 31st, 1997 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software
MICROAGE, INC. COMPENSATION TRUST DATED: February 1, 1998 MICROAGE, INC. COMPENSATION TRUST THIS TRUST AGREEMENT is made and entered into by and between MICROAGE, INC., a Delaware corporation (the "Company") and NORTHERN TRUST BANK OF ARIZONA, N.A....Trust Agreement • March 18th, 1998 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
RECITALS:Employment Agreement • February 18th, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
AMENDMENT NO. 1 AND WAIVER TO THE CREDIT AGREEMENT Dated as of January 30, 2000 AMENDMENT NO. 1 AND WAIVER TO THE CREDIT AGREEMENT (this "AMENDMENT") among MicroAge Technology Services, L.L.C., a Delaware limited liability company, and Pinacor, Inc.,...Credit Agreement • February 18th, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
U.S. FIRST TIER RESELLER AGREEMENT 1. APPOINTMENT A. Hewlett-Packard Company ("HP") appoints First Tier Reseller as an authorized, non-exclusive First Tier Reseller for marketing the HP Products listed on the Product Exhibits. First Tier Reseller's...Reseller Agreement • January 30th, 1998 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software
MICROAGE, INC. 1994 MANAGEMENT EQUITY PROGRAM AWARD AGREEMENT December 9, 1993 Dear Alan: Pursuant to the action taken by the Board of Directors of MicroAge, Inc. (the "Company") and the Compensation Committee of the Board of Directors, you are hereby...Microage Inc /De/ • January 31st, 1997 • Wholesale-computers & peripheral equipment & software
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment (the "AMENDMENT") to the Amended and Restated Employment Agreement (the "EMPLOYMENT AGREEMENT") by and between MICROAGE, INC., a Delaware corporation (the "COMPANY") and...Employment Agreement • February 18th, 2000 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software
ARTICLE ISplit-Dollar Insurance Agreement • January 31st, 1997 • Microage Inc /De/ • Wholesale-computers & peripheral equipment & software • Arizona
MICROAGE, INC. FORM OF 1997 MANAGEMENT EQUITY PROGRAM AWARD AGREEMENT (EXECUTIVE) December 4, 1996 Dear Executive: Pursuant to the action taken by the Board of Directors of MicroAge, Inc. (the "Company") and the Compensation Committee of the Board of...Microage Inc /De/ • January 31st, 1997 • Wholesale-computers & peripheral equipment & software
