FOURTH AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS FOURTH AMENDMENT (this "FOURTH AMENDMENT") TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT, as amended, is entered into as of this 15th day of
February, 2000, by and between MICROAGE, INC., a Delaware corporation (the
"COMPANY"), and Xxxxxxxxxxx X. Xxxxxx ("EXECUTIVE").
RECITALS:
WHEREAS, the Company and Executive entered into an Amended and Restated
Employment Agreement, dated as of November 4, 1996, as amended by the First
Amendment to Amended and Restated Employment Agreement, dated as of April 1,
1998, the Second Amendment to the Amended and Restated Employment Agreement,
dated January 28, 1999, and the Third Amendment to the Amended and Restated
Employment Agreement, dated September 30, 1999 (the "EMPLOYMENT AGREEMENT"); 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:
AGREEMENT:
SECTION 1. AMENDMENTS TO EMPLOYMENT AGREEMENT.
A. The first sentence of Section 1.2 of the Employment Agreement is
hereby amended in its entirety to read as follows:
"(a) Executive shall serve as President and Chief Operating Officer of
the Company (or in a capacity and with a title of at least substantially
equivalent quality)."
B. 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; provided, however, that commencing on
November 4, 1996 and on each subsequent day thereafter, the Executive's term of
employment shall automatically be extended without further action by the Company
or Executive for the twenty-four (24) month period commencing on each such day."
C. Section 4.3(f) of the Employment Agreement is hereby amended in its
entirety to read as follows:
"(f) pay Executive commencing on the thirtieth day following the
termination date twenty-four monthly payments equal to one-twelfth of the sum of
(1) Executive's Base Salary in effect immediately prior to the time such
termination occurs, plus (2) the average of the Annual Incentive Bonuses paid to
Executive for the two (2) fiscal years immediately preceding the fiscal year in
which the termination occurs (or if less than two, the amount of his single
Annual Incentive Bonus, if any). Should Executive attain alternative employment
during the twenty-four (24) month payment period, the Company's obligations
under this Section 4.3(f) will be reduced by the amount of Executive's
compensation from his new employer. For example, if Executive were entitled to
receive $17,500 per month for twenty-four (24) months under this Section 4.3(f),
and if, at the beginning of the seventh (7th) month following his termination
date, he finds alternative employment that pays him $15,000 per month, the
Company would obligated to pay Executive six (6) monthly payments of $17,500,
and eighteen (18) monthly payments of $2,500 under this Section 4.3(f);"
D. Section 4.4(b) of the Employment Agreement is hereby amended in its
entirety to read as follows:
"(b) Pay to Executive a lump sum payment on or prior to the thirtieth
day following the termination date of Executive's employment hereunder in an
amount equal to two hundred percent (200%) of the sum of (1) Executive's Base
Salary in effect for the fiscal year immediately prior to the fiscal year in
which the Change of Control occurs, plus (2) the average of the Annual Incentive
Bonuses paid to Executive for the two (2) fiscal years immediately preceding the
fiscal year in which the Change of Control occurs (or if less than two, the
amount of his/her single Annual Incentive Bonus, if any). For purposes of this
subsection (b), no Annual Incentive Bonus received under the Company's Executive
Bonus Plan prior to the 1996 Executive Bonus Plan shall be considered."
SECTION 2. EFFECTIVENESS.
This Fourth Amendment will become effective as of February 15, 2000.
SECTION 3. MISCELLANEOUS.
A. Full Force and Effect.
Except as expressly provided in this Fourth Amendment, the Employment
Agreement will remain unchanged and in full force and effect.
B. Counterparts.
This Fourth 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 Fourth 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 Fourth Amendment, the construction of its terms, and
the interpretation of the rights and duties of the parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as of the date first above written.
Company:
MICROAGE, INC., a Delaware corporation
By: /s/ Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx
Chairman of the Board and
Chief Executive Officer
Executive:
/s/ Xxxxxxxxxxx X. Xxxxxx
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Xxxxxxxxxxx X. Xxxxxx
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