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EXHIBIT 10.5
BRIGHTPOINT, INC.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
October 16, 1997
RE: EMPLOYMENT AGREEMENT DATED AS OF DECEMBER 1, 1996
BETWEEN BRIGHTPOINT, INC. (THE "EMPLOYER" OR
"COMPANY") AND _________________(THE "EMPLOYEE")
Dear Mr. ______:
Reference is made to the above-referenced employment
agreement. This letter to confirm our agreement to amend said agreement as set
forth below.
Section 9(d)(iii) is hereby amended by adding at the end of
said section the following phrase: "In the event any payments become due to
Employee pursuant to this Section 9(d), then the amount payable pursuant to
this Section 9(d) shall be increased by an amount sufficient so that after the
payment of any income taxes on the amount of any such increase and any excise
tax on any amounts payable under this Section 9(d), including the amount of
such increase that Employee may be required to pay pursuant to the Internal
Revenue Code and Treasury Regulations promulgated thereunder. The Employee
shall be entitled to receive initially the entire amount provided for in
Section 9(d) (together with any such additional payments required to cover any
excise and income taxes payable on said amount) and shall not be required to
repay to the Employer any amount which is ultimately and finally determined by
the Internal Revenue Service (or an appropriate court) to have been in excess
of the amount permitted to be received without incurring such excise tax, and
Employer agrees to use its best efforts to support the Employee's position that
such amounts are not subject to excise tax in any dispute with the Internal
Revenue Service or in any other administrative or judicial proceedings."
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Except as set forth herein, the Employment Agreement remains
in full force and effect. Please confirm your agreement to the foregoing by
executing the enclosed copy of this letter where indicated.
Very truly yours,
BRIGHTPOINT, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice
President
Date: October 31, 1997
Agreed and Accepted By:
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