FORM OF FIRST AMENDMENT TO THE
MICROAGE 1994 MANAGEMENT EQUITY PROGRAM
AWARD AGREEMENT FOR
CERTAIN EXECUTIVES
THIS FIRST AMENDMENT to the Award Agreement dated December 14, 1993
("Award Agreement"), is entered into by MicroAge, Inc. ("Company"), and certain
executives (the "Executive") pursuant to the Management Equity Plan ("MEP")
under the MicroAge, Inc. Long- Term Incentive Plan ("Plan"), as of December 14,
1995.
WHEREAS, the Company and the Executive entered into the Award Agreement
effective December 14, 1993, to enable the Executive to acquire an option to
purchase Company stock by making salary deferrals; and
WHEREAS, the exercise price of the option to purchase Company common
stock, $.01 par value ("Common Stock"), under the Award Agreement is $24.83 per
share, after giving effect to a 3-for-2 stock split that was payable on January
13, 1994; and
WHEREAS, the closing price of the Common Stock on the Nasdaq National
Market on December 13, 1995, was $8.75 per share; and
WHEREAS, in order to provide a meaningful incentive for the Executive
under the MEP, the Compensation Committee of the Company's Board of Directors
has reduced the exercise price under the Award Agreement to the current fair
market value of the Common Stock.
NOW THEREFORE, the Executive and the Company agree as follows:
1. Paragraph 5 of the Award Agreement is hereby amended and
restated in its entirety as follows:
5. NUMBER OF OPTIONS GRANTED. In exchange for electing to waive the
amount of compensation specified in the 1994-1996 Waiver Table in Paragraph 4,
above, you are hereby granted an option to purchase the number of shares of
MicroAge, Inc. Common Stock calculated pursuant to the formula below:
(1) TOTAL COMPENSATION WAIVED (1994-1996) $______
(2) $______ (TOTAL COMPENSATION WAIVED)
MULTIPLIED BY 3.5234705 (THE "LEVERAGING
FACTOR") $_______
(3) COMMON STOCK CLOSING PRICE ON DECEMBER
13, 1995 (THE "COMMON STOCK PRICE") $8.75
(4) TOTAL OPTIONS GRANTED (2) / (3) ______
2. Paragraphs 8, 9, and 10 of the Award Agreement shall be
amended by deleting the references to the number "ten" and replacing such
reference with the phrase "the Leveraging Factor."
3. This First Amendment shall be effective as December 14,
1995.
MICROAGE, INC.
By:
--------------------------------
Xxxxxxx X. XxXxxxxx
Chairman of the Board and
Chief Executive Officer
--------------------------------
Executive
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