Contract

Exhibit 10.5

								0000 Xxxxxxx Xxxx
								Xxxxx 000
								Xxxxxxx, XX 00000
								Xxxxxx Xxxxxx
				June 12, 2012				Tel:   000.000.0000
								Fax:  000.000.0000

Xx. Xxxxxx X. Xxxxx

c/o ModusLink Global Solutions, Inc.

Xxxxxxx, XX 00000

Re: Retention Bonus and Executive Severance Agreement

Dear Xxxxx:

To incentivize you to remain with and committed to the success of ModusLink Global Solutions, Inc (the “Company”) and its subsidiaries, the Company would like to (i) offer you a retention bonus subject to the conditions forth below in this letter agreement (this “Agreement”) and (ii) amend your Executive Severance Agreement dated July 26, 2007, as amended by the first amendment thereto (the “Severance Agreement”) as provided in attached Third Amendment thereto.

(a) Retention Bonus. Subject to the conditions set forth below, you will be eligible to receive a cash bonus in an amount equal to $400,000 (the “Retention Bonus”) payable in two installments of $160,000 on December 31, 2012 and $240,000 on June 30, 2013 (each a “Payment Date”) if you are actively employed by the Company on the Payment Date. The applicable portion of the Retention Bonus shall be paid on the applicable Payment Date. Notwithstanding the foregoing if your employment is terminated prior to the Payment Date (i) by the Company other than for Cause (as defined in the Severance Agreement) or (ii) by you following a Change in Control (as defined in the Severance Agreement) for Good Reason (as defined in the Severance Agreement), and subject to your execution and not revoking of a general release of claims within 50 days of the termination date, then the Company will pay you the Retention Bonus in full (or any unpaid installment thereof) on the 60th day following your termination.

(b) Forfeiture of Retention Bonus. In the event that your employment with the Company is terminated either by the Company for Cause or by you other than for Good Reason, prior to the Payment Date you shall forfeit all right, title and interest in and to the Retention Bonus.

(c) No Right to Continued Employment. Nothing contained in this Agreement conveys upon you the right to continue to be employed by the Company or any successor thereto, constitutes a contract or agreement of employment or restricts the Company’s or any successor’s right to terminate your employment at any time, with or without Cause.

(d) Withholding. All amounts payable will be less any legally required or voluntarily elected withholdings.

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors, assigns, beneficiaries, heirs, and representatives, as applicable. You may not assign your rights under this Agreement (except by will or the laws of descent and distribution).

(f) Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof.

Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this Agreement in the space provided below for your signature and returning it to me. Please retain one fully-executed original for your files.

Sincerely,

ModusLink Global Solutions, Inc.,
a Delaware corporation
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Chairman of the Board of Directors
Accepted and Agreed,
This 12th day of June, 2012.
By:		/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx

2

SECOND AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT

This Second Amendment to Executive Severance Agreement (the “Amendment”) is entered into on this 12th day of June, 2012, by and between ModusLink Global Solutions, Inc. (formerly known as CMGI, Inc.), a Delaware corporation (the “Company”) and Xxxxxx X. Xxxxx (“Executive”);

WHEREAS, the parties have entered into an Executive Severance Agreement dated as of July 26, 2007 (the “Agreement”); and

WHEREAS, the parties entered into Amendment to Executive Severance Agreement on September 28, 2010 (the “Amendment”); and

WHEREAS, the parties mutually desire to further amend the Agreement;

NOW, THEREFORE, the parties hereto agree as follows, effective as of the date hereof:

Unless the context indicates otherwise, capitalized terms used but not defined in this Amendment shall have the respective meanings assigned to them in the Agreement (as amended by the First and Second Amendment);

Section 3(a) of the Agreement is amended to read as follows:

“(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below) then the Executive shall be entitled to receive the following as severance (i) his then current base salary, and (ii) his target annual bonus for the year in which the Termination Date occurs (the “Severance Pay”), payable in installments over a period of twelve (12) months following the Termination Date. In the event that the Executive is entitled to severance benefits under Section 3(b) below, this Section 3(a) shall not apply and shall have no further force or effect.”

The Agreement is affirmed, ratified and continued as amended by the Amendment and as further amended hereby.

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first written above.

MODUSLINK GLOBAL SOLUTIONS, INC.								EXECUTIVE
By:
Its:		Chairman of the Board of Directors						Xxxxxx X. Xxxxx