Exhibit 10.2
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second Amendment"),
is effective as of the 10th day of September, 2002, by and between CellStar Ltd.
(the "Employer"), CellStar Corporation, a Delaware corporation and parent
company of Employer ("Parent"), and Xxxxxx Xxxxxx (the "Employee").
WHEREAS, the parties hereto are parties to that one certain Employment
Agreement effective as of December 12, 2001, as amended by that one certain
First Amendment to Employment Agreement effective as of April 2, 2002 (such
Employment Agreement and First Amendment being hereinafter collectively referred
to as the "Employment Agreement"); and
WHEREAS, under the terms of the Employment Agreement, the Employer has
agreed to consider Employee for the position of President of the Company's North
American Region; and
WHEREAS, the Employment Agreement further provides that Employer will
pay to Employee the amount of $700,000 in the event Employee has not been named
as Senior Vice President of the Parent and President of the Employer's North
American Region on or before September 1, 2002; and
WHEREAS, the parties recognize that Xx. Xxxxxx'x continued service in
the role of Chief Financial Officer through the filing of the Company's Form 10K
is essential; and
WHEREAS, the parties have agreed to further amend the Employment
Agreement as set forth herein and as of the date approved by the Board of
Directors.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereby agree as follows:
1. Upon the execution of this amendment, Employer shall pay the amount
of $200,000 to Employee in consideration for Employee's agreement to amend the
Employment Agreement as set forth in Section 2 below.
2. Section 1.3(a) of the Employment Agreement is hereby amended and
restated as follows:
(a) Position. During the Term, the Employee shall serve as Senior Vice
President and Chief Financial Officer of Employer, with authority,
duties and responsibilities consistent with such position, and shall
perform such other services for Employer, Parent and their affiliated
entities consistent with such position as may be reasonably assigned to
him from time to time by the Chief Executive Officer and/or the boards
of directors of Employer and/or Parent. It is
specifically understood that, over time, Employee desires to
assume greater responsibility for business operations,
particularly in the Employer's North American Region. In this
regard, Employee has agreed to serve as Senior Vice President
and Chief Financial Officer of Employer so long as Employer
agrees to consider Employee for the position of President of
the Company's North American Region. To demonstrate its
willingness to do so, Employer agrees to pay to Employee the
amount of $500,000 in the event Employee has not been named
as Senior Vice President of the Parent and President of the
Employer's North American Region on or before March 1, 2003;
provided, however, that the parties may extend such period
for an additional ninety (90) days by mutual written
agreement. During the Term, Employee shall, if so elected or
appointed, also accept election or appointment, and serve, as
an officer and/or director of Employer or any of its
affiliated entities and perform the duties appropriate
thereto, without additional compensation other than as set
forth herein. Employee's actions hereunder shall at all times
be subject to the direction of the Chief Executive Officer
and the boards of directors of Employer and Parent.
3. The parties hereby agree that, although this Second Amendment is
effective following the date by which payment would have been due under the
terms of the First Amendment, no default or liability has accrued.
4. The terms and provisions set forth in this Second Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the
Employment Agreement and except as expressly modified and superseded by this
Second Amendment, the terms and provisions of the Employment Agreement are
ratified and confirms and shall continue in full force and effect.
5. This Second Amendment may be executed in multiple counterparts, each
of which shall be deemed to be an original and all of which, taken together,
shall constitute one and the same agreement.
6. This Second Amendment shall be governed by and construed in
accordance with the laws of the State of Texas, without giving effect to
principles of conflict of laws.
[The remainder of this page intentionally left blank; signature page
follows.]
-2-
IN WITNESS WHEREOF, the Employer and Parent have caused this Second
Amendment to be executed by their officer/general partner thereunto duly
authorized, and Employee has signed this Second Amendment, as of the date first
set forth above.
CELLSTAR LTD.
By: National Auto Center, Inc.
General Partner
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
Chief Executive Officer
CELLSTAR CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
Chief Executive Officer
/s/ Xxxxxx Xxxxxx
---------------------------------------------
Xxxxxx Xxxxxx
-3-
