SECOND AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT (this "SECOND AMENDMENT") TO AMENDED AND
RESTATED EMPLOYMENT AGREEMENT, as amended, is entered into as of this 28th day
of January, 1999, by and between MICROAGE, INC., a Delaware corporation (the
"COMPANY"), and Xxxxxxxxxxx X. Xxxxxx ("EXECUTIVE").
RECITALS:
WHEREAS, the Company and Executive entered into an Amended and
Restated Employment Agreement, dated as of November 4, 1996, as amended by the
First Amendment to Amended and Restated Employment Agreement, dated as of April
1, 1998 (the "EMPLOYMENT AGREEMENT"); 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:
AGREEMENT:
SECTION 1. AMENDMENTS TO EMPLOYMENT AGREEMENT.
A. The first sentence of Section 1.2 of the Employment Agreement is
hereby amended in its entirety to read as follows:
"(a) Executive shall serve as Executive Vice President - Sales of
the Company (or in a capacity and with a title of at least substantially
equivalent quality)."
B. Section 2.2 of the Employment Agreement is hereby amended in its
entirety to read as follows:
2.2 BONUS PAYMENT.
"(a) During the period of Executive's employment under this
Agreement, the Company shall pay to Executive annually a fixed cash bonus equal
to $4,018 and, in addition, such amount as may be necessary, after payment by
the Executive of all taxes, including, without limitation, any federal or state
income taxes, on such fixed cash bonus payment, so that Executive shall have
remaining, on a grossed-up basis, the amount of $4,018 (the "ANNUAL FIXED CASH
BONUS").
(b) The Board or a committee thereof will establish in each
fiscal year during the term hereof an executive bonus plan that provides for
incentive compensation to Executive. Any bonus under any such plan is referred
to herein as the "ANNUAL INCENTIVE BONUS".
C. Section 4.2(e) of the Employment Agreement is hereby amended in its
entirety to read as follows:
"(e) pay Executive any Annual Fixed Cash Bonus and any Annual
Incentive Bonus with respect to a prior fiscal year which has accrued but has
not been paid (together, such bonus payments are referred to herein as the
"ACCRUED ANNUAL BONUS PAYMENTS");"
D. Section 4.3(e) of the Employment Agreement is hereby amended in its
entirety to read as follows:
"(e) pay Executive the Accrued Annual Bonus Payments;"
SECTION 2. EFFECTIVENESS.
This Second Amendment will become effective as of January 28, 1999.
SECTION 3. MISCELLANEOUS.
A. Full Force and Effect.
Except as expressly provided in this Second Amendment, the Employment
Agreement will remain unchanged and in full force and effect.
B. Counterparts.
This Second 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 Second 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 Second Amendment, the construction of its terms, and
the interpretation of the rights and duties of the parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first above written.
Company:
MICROAGE, INC., a Delaware corporation
By: /s/ Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx
Chairman of the Board and
Chief Executive Officer
Executive:
/s/ Xxxxxxxxxxx X. Xxxxxx
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Xxxxxxxxxxx X. Xxxxxx
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