FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This First Amendment (the "AMENDMENT") to the Amended and Restated
Employment Agreement (the "EMPLOYMENT AGREEMENT") by and between MICROAGE, INC.,
a Delaware corporation (the "COMPANY") and XXXXXXX X. XXXXXXXX (the "EXECUTIVE")
is made as of this 12th day of January, 2000 by and between the Company and
Executive.
RECITALS:
WHEREAS, the Company and Executive entered into the Employment Agreement on
November 4, 1996; and
WHEREAS, pursuant to Section 7.5 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 granted to Executive the option to purchase 6% of the
outstanding common stock of Pinacor, Inc., an indirect wholly-owned subsidiary
of the Company ("PINACOR"), for the aggregate purchase price of Nine Million
Dollars ($9,000,000), all in accordance with the terms of the Non-Qualified
Stock Option Agreement (Xxxxxxx X. XxXxxxxx) effective as of May 2, 1998 (the
"PINACOR OPTION AGREEMENT"), which is attached to this Amendment as Attachment
A; and
WHEREAS, Executive has surrendered all of his rights under the Pinacor
Option Agreement by delivering notice of such surrender to Xx. Xxxxxxx
Xxxxxxxxx, Chairman of the Compensation Committee of the Board, a copy of which
is attached to this Amendment as Attachment B; and
WHEREAS, the Company and Executive desire to amend the Employment Agreement
to pay Executive a bonus upon the disposition of Pinacor as consideration for
Executive's surrender of all rights under his Option 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:
AGREEMENTS:
1. Section 2.2 of the Employment Agreement (BONUS PAYMENTS) is hereby
amended by adding a new paragraph (c) to the end thereof which shall read as
follows:
(c) Executive shall, in addition, be entitled to a bonus payment upon the
Disposition (as defined in Section 7.1) of Pinacor, Inc., a Delaware corporation
("PINACOR") if the Disposition occurs during Executive's period of employment
hereunder or within one year following his termination of employment for reasons
of death, Total Disability (as defined in Section 7.1) or Retirement (as defined
in Section 7.1). The bonus shall be payable in one lump sum within ten (10) days
following the Disposition. The bonus shall equal Six Percent (6%) of the amount
by which the Disposition Price (as defined in Section 7.1) exceeds $150,000,000.
2. Section 7.1 of the Employment Agreement (DEFINITIONS) is hereby amended
by adding new paragraphs (yy), (zz) and (aaa) to the end thereof which shall
read as follows:
(yy) "DISPOSITION" shall mean the sale or other transfer of all or
substantially all of the common stock or assets of Pinacor or MCCI Holding
Company to any individual or entity other than an "Affiliate", or the
merger, consolidation or other combination of Pinacor or MCCI Holding
Company with any entity other than an "Affiliate". For this purpose, an
"Affiliate" is any entity that is part of the same controlled group of
corporations as the Company within the meaning of Section 1563 of the Code.
(zz) "DISPOSITION PRICE" shall mean the aggregate value placed on the
common stock or assets of Pinacor or MCCI Holding Company by the parties to
the Disposition or, if the parties to the Disposition do not expressly
agree to an aggregate value, the Disposition Price shall be the value that
the Compensation Committee of the Board determines to be the inherent
aggregate value of the Pinacor or MCCI Holding Company common stock or
assets for purposes of the Disposition.
(aaa) "PINACOR" - as defined in Section 2.2(c).
3. The provisions of this Amendment shall amend only those provisions of
the Employment Agreement referred to herein and those provisions not expressly
amended hereby shall remain in full force and effect.
4. The modifications made by this Amendment shall be effective as of the
date of execution of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
COMPANY: EXECUTIVE:
MICROAGE, INC. /s/ Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx
By: /s/ Xxxxxxx X. XxXxxxxx
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Name: Xxxxxxx X. XxXxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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