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EXHIBIT 10.5.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
(XXXXX X. XXXXXX)
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 XXXXX X. XXXXXX ("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, 1993 (the "Employment Agreement");
and
WHEREAS, pursuant to Section 6.5 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 $315,000.00 (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"."
D. Section 2.4(a) of the Employment Agreement is hereby amended in
its entirety to read as follows:
(a) Death Benefit. Within thirty (30) days of the date of
execution of the First Amendment to Employment Agreement, dated as of
October 1, 1995, the Company and Executive shall enter into a Split
Dollar Agreement.
E. The last two sentences of Section 5.1(d) of the Employment
Agreement are hereby amended in its entirety to read as follows:
Executive agrees that during his employment with the Company and for a
period of twenty-four (24) months following the date of expiration or
termination of his employment hereunder (the "Non-Competition Period")
for any reason (whether such termination shall be voluntary or
involuntary), he shall not violate the provisions of Section 5.2.
Executive agrees that the twenty-four (24) month period referred to in
the preceding sentence shall be extended by the number of days included
in any period of time during which he is or was engaged in activities
constituting a breach of Section 5.2. Agreement shall commence on the
date first above written and shall continue, unless sooner terminated,
until November 2, 1997.
F. Section 5.2(b)(i) of the Employment Agreement is hereby amended
by replacing "twelve (12) months" with "twenty-four (24) months".
G. Clauses (i), (ii), and (iii) of Section 6.1 of the Employment
Agreement are hereby amended by replacing "October 1, 1993" with "October 1,
1995".
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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:
XXXXX X. XXXXXX
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