AMENDMENT TO
NON-QUALIFIED STOCK OPTION AGREEMENT
(XXXXXXX X. XXXXXXXX)
Xx. Xxxxxxx X. XxXxxxxx
0000 Xxxxx XxxxxXxx Xxx
Xxxxx, Xxxxxxx 00000
Re: Amendment of May 2, 1998 Option Agreement
Dear Xxxx:
Effective May 2, 1998, you were granted the option (hereinafter the
"OPTION") to purchase a total of sixty (60) shares of common stock of Pinacor,
Inc. ("PINACOR") owned by MCCI Holding Company ("HOLDING COMPANY"). The terms of
the Option were set forth in a letter agreement executed by MicroAge, Inc.
("MicroAge"), Holding Company and you, which was effective
May 2, 1998 (the "AGREEMENT").
Section 13 of the Agreement provides that the exercisability of the
Option will be accelerated if the Board of Directors of MicroAge, the Holding
Company or Pinacor approves a Disposition. The term "Disposition" is defined in
Section 14 of the Agreement. As you know, the Compensation Committee of the
Board of Directors of MicroAge has concluded that the acceleration of the
exercisability of the Option should take place on the closing of the transaction
that constitutes a Disposition, rather than on approval of a Disposition by the
Board of Directors of MicroAge, Holding Company or Pinacor.
The purpose of this letter is to amend Section 13 of the Agreement to
read as follows:
13. All of the Options will become immediately exercisable,
despite any provisions in Section 1 to the contrary,
immediately prior to the closing of any sale, transfer,
merger, consolidation, combination or other transaction that
will constitute a "Disposition". Additionally, upon a Change
of Control, your Options will automatically become immediately
exercisable, despite any provisions in Section 1 to the
contrary.
If you agree with this amendment, please sign this letter and return it
to Xxxxx Xxxxx in the Legal Department as soon as possible. This letter will
constitute an amendment of the Agreement as soon as you sign it. Except as set
forth in this letter, the terms of the Agreement will
remain in full force and effect.
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THIS LETTER MAY BE SIGNED IN ANY NUMBER OF COUNTERPARTS.
MICROAGE, INC. I HEREBY ACKNOWLEDGE RECEIPT OF THE
FOREGOING LETTER AND ACCEPT ITS TERMS.
By: /s/ Xxxxxxx X. Xxxxxxxxx Signature: /s/ Xxxxxxx X. XxXxxxxx
-------------------------- ---------------------------
Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. XxXxxxxx
Chairman, Compensation Social Security No. ###-##-####
Committee
MCCI HOLDING COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------
Xxxxxxx X. XxXxxxxx
Chairman of the Board and
President
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