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EXHIBIT 10.4.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
(XXXX X. XXXX)
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 XXXX
X. XXXX ("Executive").
R E C I T A L S:
WHEREAS, the Company and Executive entered into an Amended and
Restated Employment Agreement, dated as of October 1, 1992 (the "Employment
Agreement"); and
WHEREAS, pursuant to Section 7.5 of the Employment Agreement,
the Employment Agreement may be amended only by a written document signed by
each of the parties thereto; and
WHEREAS, the Company and Executive desire to amend the
Employment Agreement.
NOW, THEREFORE, in consideration of the premises, and for other
valuable consideration, the sufficiency of which is hereby acknowledged by each
of the parties hereto, the parties hereby agree as follows:
A G R E E M E N T:
SECTION 1. AMENDMENTS TO EMPLOYMENT AGREEMENT.
The Employment Agreement is hereby amended as follows:
A. Section 1.3 of the Employment Agreement is hereby amended in
its entirety to read as follows:
1.3 Term. The term of Executive's employment under
this Agreement shall commence on the date first above written
and shall continue, unless sooner terminated, until November 2,
1997.
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B. The first clause of Section 2.1 of the Employment Agreement
is hereby amended in its entirety to read as follows:
"The Company shall pay to Executive an annual base salary of
not less than $315,000 (such amount, less any salary waivers
under the 1994 Management Equity Program, is hereinafter
referred to as the "Base Salary") during the term hereof;"
C. The last sentence of Section 2.2(b) of the Employment
Agreement is hereby amended in its entirety to read as follows:
"Any bonus under the 1993 Executive Bonus Plan or any such
subsequent plan, less any bonus waivers under the 1994
Management Equity Program, is referred to herein as the "Annual
Incentive Bonus" or the "Annual Bonus"."
D. Clauses (i), (ii), and (iii) of Section 7.1(cc) of the
Employment Agreement are hereby amended by replacing "October 1, 1992" with
"October 1, 0000".
X. Xxxxxxx 7.7 of the Employment Agreement is hereby amended to
change the addresses therein to read in their entirety as follows:
If to the Company, to it at:
MicroAge, Inc.
0000 Xxxxx XxxxxXxx Xxx
Xxxxx, Xxxxxxx 00000-0000
ATTN: Corporate Counsel
with a copy to:
Xxxxxxx X. Xxxxxx
Xxxxx & Xxxxxx L.L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
If to Executive, to him at:
0000 X. Xxxxx xxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
F. Exhibit C to the Employment Agreement is hereby replaced
with Exhibit C attached hereto.
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SECTION 3. EFFECTIVENESS.
This First Amendment will become effective as of October 1,
1995.
SECTION 4. MISCELLANEOUS.
A. Full Force and Effect.
Except as expressly provided in this First Amendment, the
Employment Agreement will remain unchanged and in full force and effect.
B. Counterparts.
This First Amendment may be executed in any number of
counterparts, all of which taken together will constitute one and the same
instrument, and any of the parties hereto may execute this First Amendment by
signing any such counterpart.
C. Arizona Law.
It is the intention of the parties that the laws of Arizona
will govern the validity of this First Amendment, the construction of its terms,
and the interpretation of the rights and duties of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.
Company:
MICROAGE, INC., a Delaware corporation
By:
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Its:
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Executive:
XXXX X. XXXX
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