EXHIBIT 10.73 FORM OF FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of , 1997 between Merisel, Inc., a Delaware corporation (the "Company" or "Merisel"), and James D. Wittry...

 
                                                                  EXHIBIT 10.73
 
                                    FORM OF
                              FIRST AMENDMENT TO
                             EMPLOYMENT AGREEMENT
 
  This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of
     , 1997 between Merisel, Inc., a Delaware corporation (the "Company" or
"Merisel"), and Xxxxx X. Xxxxxx ("Executive").
 
                                  BACKGROUND
 
  WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of September 5, 1996 (the "Agreement") pursuant to which the terms
and conditions governing the Executive's employment by the Company were set
forth; and
 
  WHEREAS, the Company and Executive desire to modify the terms of the
Agreement as set forth herein;
 
  NOW, THEREFORE, the Company and Executive hereby agree to amend the
Agreement as set forth below.
 
                                   AGREEMENT
 
  1. Section 5.3(c) of the Agreement is hereby amended to read in its entirety
as follows:
 
    "(c) The Company will recommend to the Company's Option Committee for
  such Option Committee to cause all remaining unvested options to purchase
  the Common Stock of the Company previously granted to Executive to vest
  upon the date of such Covered Termination."
 
  2. Section 5.5(a) of the Agreement is hereby amended to read in its entirety
as follows:
 
    "5.5 Definitions. (a) A "Sale of the Company" shall have occurred if (i)
  any person, corporation, partnership, trust, association, enterprise or
  group shall become the beneficial owner, directly or indirectly, of
  outstanding capital stock of the Company possessing at least 50% of the
  voting power (for the election of directors) of the outstanding capital
  stock of the Company, or (ii) there shall be a sale of all or substantially
  all of the Company's assets or the Company shall merge or consolidate with
  another corporation and the stockholders of the Company immediately prior
  to such transaction do not own, immediately after such transaction, stock
  of the purchasing or surviving corporation in the transaction (or of the
  parent corporation of the purchasing or surviving corporation) possessing
  more than 50% of the voting power (for the election of directors) of the
  outstanding capital stock of that corporation, which ownership shall be
  measured without regard to any stock of the purchasing, surviving or parent
  corporation owned by the stockholders of the Company before the
  transaction, or (iii) within one year following a transaction in which the
  holders of the Company's 12.5% Senior Notes due 2004 (the "Senior Notes")
  exchange all or substantially all of the Senior Notes for Common Stock of
  the Company, Xxxxxx X. Xxxxxxxxxx is terminated by the Company's Board of
  Directors as Chief Executive Officer of the Company or the Company breaches
  its employment agreement with Xx. Xxxxxxxxxx in any material respect. It is
  expressly understood that, for purposes of this Section 5.5(a) the holders
  of indebtedness of the Company or its subsidiaries shall not be deemed to
  constitute a "group" solely by virtue of their roles as debtholders or by
  exercising their rights with respect thereto."
 
  3. Section 7.1 of the Agreement is hereby amended to read in its entirety as
follows:
 
    "7.1 Executive agrees that during the Employment Term and, if Executive
  is entitled to payments pursuant to Section 5.2(B), during the 180 day
  period following Executive's receipt of payment under Section 5.2 (B)(a),
  Executive will not directly or indirectly (a) own or control any debt,
  equity, or other

 
  interest in (except as a passive investor of less that 5% of the capital
  stock or publicly traded notes or debentures of a publicly held company);
  or (b) act as director, officer, manager, employee, participant or
  consultant to; or (c) be obligated to or connected in any advisory business
  enterprise or ownership capacity with, any of Tech Data Corp., Xxxxxx
  Micro, Inc., Computer 2000 AG (C2000), Arrow Electronics, Inc., Intelligent
  Electronics, Inc., MicroAge, Inc., Inacom Corp., Compucom, Entex
  Information Services, Inc., SYNNEX Technologies, Inc., ComputerLand
  Corporation or Vanstar Corp. or with any subsidiary, division or successor
  of any of them or with any entity that acquires, whether by acquisition,
  merger or otherwise, any significant amount of the assets or substantial
  part of any of the business of any of them or any other wholesale
  distributor of micro computer products or otherwise engage or participate
  in any business that is in competition in any manner whatsoever with the
  business of the Company."
 
  IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
First Amendment to Employment Agreement, as of the day and year first written
above.
 
MERISEL, INC.                             XXXXX X. XXXXXX
 
By: _________________________________     -------------------------------------
                                             ----------------------------------
 
Its: ________________________________