EMPLOYMENT AGREEMENT
AGREEMENT dated as of _______________, 1996 between
BRIGHTPOINT, INC., a Delaware corporation (the "Employer" or the "Company"), and
____________________________________ (the
"Employee").
W I T N E S S E T H :
WHEREAS, the Employer desires to employ the Employee as its
____________________________________________________ and to be assured of his
services as such on the terms and conditions hereinafter set forth; and
WHEREAS, the Employee is willing to accept such employment on such terms
and conditions;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the Employer
and the Employee hereby agree as follows:
1. Term. Employer hereby agrees to employ Employee, and Employee hereby
agrees to serve Employer for a five-year period commencing effective as of the
date of this Agreement (the "Effective Date") (such period being herein referred
to as the "Initial Term," and any year commencing on the Effective Date or any
anniversary of the Effective Date being hereinafter referred to as an
"Employment Year"). After the Initial Term, this Agreement shall be renewable
automatically for successive one year periods (each such period being referred
to as a "Renewal Term"), unless, more than thirty days prior to the expiration
of the Initial Term or any Renewal Term, either the Employee or the Company give
written notice that employment will not be renewed ("Notice of Non-Renewal"),
whereupon (i) if the Employee gives the Notice of Non-Renewal, the term of the
Employee's employment shall terminate upon the expiration of the Initial Term or
the then current Renewal Term, as the case may be, or (ii) if the Company gives
the Notice of Non-Renewal, the term of the Employee's employment shall be for a
final five (5) year period (the "Final Renewal Term"), commencing effective at
the date of the Notice of Non-Renewal, unless sooner terminated pursuant to
Section 6 hereof.
2. Employee Duties.
A. During the term of this Agreement, the Employee shall have the duties
and responsibilities of ___________________________________________________ of
the Employer, reporting directly to the Board of Directors of the Employer (the
"Board"). It is understood that such duties and
responsibilities shall be reasonably related to the Employee's position.
B. The Employee shall devote substantially all of his business time,
attention, knowledge and skills faithfully, diligently and to the best of his
ability, in furtherance of the business and activities of the Company. The
principal place of performance by the Employee of his duties hereunder shall be
the Company's principal executive offices or such other place as the Board shall
determine, although the Employee may be required to travel outside of the area
where the Company's principal executive offices are located in connection with
the business of the Company.
3. Compensation.
A. During the term of this Agreement, the Employer shall pay the Employee a
salary (the "Salary") at a rate of $200,000 per annum in respect of each
Employment Year, payable in equal installments bi-weekly, or at such other times
as may mutually be agreed upon between the Employer and the Employee. Such
Salary may be increased from time to time at the discretion of the Board.
B. In addition to the foregoing, the Employee shall be entitled to such
other cash bonuses and such other compensation in the form of stock, stock
options or other property or rights as may from time to time be awarded to him
by the Board during or in respect of his employment hereunder.
4. Benefits.
A. During the term of this Agreement, the Employee shall have the right to
receive or participate in all benefits and plans which the Company may from time
to time institute during such period for its employees and for which the
Employee is eligible. Nothing paid to the Employee under any plan or arrangement
presently in effect or made available in the future shall be deemed to be in
lieu of the salary or any other obligation payable to the Employee pursuant to
this Agreement.
B. During the term of this Agreement, the Employee will be entitled to the
number of paid holidays, personal days off, vacation days and sick leave days in
each calendar year as are determined by the Company from time to time. Such
vacation may be taken in the Employee's discretion with the prior approval of
the Employee, and at such time or times as are not inconsistent with the
reasonable business needs of the Company.
5. Travel Expenses. All travel and other expenses incident to the rendering
of services reasonably incurred on behalf of the Company by the Employee during
the term of this
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Agreement shall be paid by the Employer provided that such expenses are
preapproved by the President of the Company. If any such expenses are paid in
the first instance by the Employee, the Employer shall reimburse him therefor on
presentation of appropriate receipts for any such expenses.
6. Termination. Employee's employment under this Agreement may be
terminated without any breach of this Agreement only on the following
circumstances:
6.1. Death. The Employee's employment under this Agreement shall
terminate upon his death.
6.2. Disability. If, as a result of the Employee's incapacity due to
physical or mental illness, the Employee shall have been absent from his
duties under this Agreement for 150 calendar days during any calendar year,
the Employer may terminate the Employee's employment under this Agreement.
6.3. Cause. The Employer may terminate the Employee's employment under
this Agreement for Cause. For purposes of this Agreement, the Employer
shall have "Cause" to terminate the Employee's employment under this
Agreement upon (a) the willful and continued failure by the Employee to
substantially perform his duties under this Agreement (other than any such
failure resulting from the Employee's incapacity due to physical or mental
illness) after demand for substantial performance is delivered by the
Employer, in writing, specifically identifying the manner in which the
Employer believes the Employee has not substantially performed his duties
and the Employee fails to perform as required within 15 days after such
demand is made, (b) the willful engaging by the Employee in criminal
misconduct (including embezzlement and criminal fraud) which is materially
injurious to the Employer, monetarily or otherwise or (c) the conviction of
the Employee of a felony. For purposes of this paragraph, no act, or
failure to act, on the Employee's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best interest of
the Employer.
Notwithstanding the foregoing, the Employee shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
the Employee a copy of a resolution, duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board (other than the
Employee) at meeting of the Board called and held for such purpose (after
reasonable written notice to the Employee and an opportunity for him, together
with his counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, the Employee was guilty of conduct set forth above in
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clause (a), (b) or (c), and specifying the particulars thereof in detail.
6.4. Termination by the Employee for Good Reason, Upon a Change of
Control or Because of Ill Health. The Employee may terminate his employment
under this Agreement (a) for Good Reason (as hereinafter defined), (b) at
any time within six months after a Change of Control, or (c) if his health
should become impaired to any extent that makes the continued performance
of his duties under this Agreement hazardous to his physical or mental
health or his life, provided that, in the latter case, the Employee shall
have furnished the Employer with a written statement from a qualified
doctor to such effect and provided, further, that at the Employer's request
and expense the Employee shall submit to an examination by a doctor
selected by the Employer and such doctor shall have concurred in the
conclusion of the Employee's doctor.
6.4.1. Good Reason. For purposes of this Agreement, "Good Reason"
shall mean (a) any assignment to the Employee of any duties or
reporting obligations other than those contemplated by, or any
limitation of the powers of the Employee in any respect not
contemplated by, this Agreement, (b) failure by the Employer to comply
with its material obligations and agreements contained in this
Agreement, or (c) failure of the Employer to obtain the assumption of
the agreement to perform this Agreement by any successor as
contemplated in Section 9(g) of this Agreement. With respect to the
matters set forth in clauses (a), (b) and (c) of this paragraph, the
Employee must give the Employer 30 days prior written notice of his
intent to terminate this Agreement as a result of any breach or
alleged breach of the applicable provision and the Employer shall have
the right to cure any such breach or alleged breach within such 30 day
period.
6.4.2. Change of Control. For purposes of this Agreement, a
"Change of Control" shall be deemed to occur, unless previously
consented to in writing by the Employee, upon (a) the actual
acquisition or the execution of an agreement to acquire 20% or more of
the voting securities of the Employer by any person or entity not
affiliated with the Employee (other than pursuant to a bona fide
underwriting agreement relating to a public distribution of securities
of the Employer), (b) the commencement of a tender or exchange offer
for more than 20% of the voting securities of the Employer by any
person or entity not affiliated with the Employee, (c) the
commencement of a proxy contest against the management for the
election of a majority of the Board of the Employer if the group
conducting the proxy contest owns, has or gains the power to vote at
least 20% of the voting securities of the Employer, (d) a vote by the
Board to merge, consolidate, sell all or substantially all of the
assets of the Employer to any person or entity not affiliated with the
Employee, or (e) the election of directors constituting a
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majority of the Board of Directors who have not been nominated or
approved by the Employee.
7. Notice of Termination.
Any termination of the Employee's employment by the Employer or by the
Employee (other than termination by reason of the Employee's death) shall be
communicated by written Notice of Termination to the other party of this
Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean
a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provision so indicated.
8. Date of Termination.
The "Date of Termination" shall mean (a) if the Employee's employment is
terminated by his death, the date of his death, (b) if the Employee's employment
is terminated pursuant to Section 6.2 above, the date on which the Notice of
Termination is given, (c) if the Employee's employment is terminated pursuant to
Section 6.3 above, the date specified on the Notice of Termination after the
expiration of any cure periods and (d) if the Employee's employment is
terminated for any other reason, the date on which a Notice of Termination is
given after the expiration of any cure periods.
9. Compensation Upon Termination or During Disability.
(a) If the Employee's employment shall be terminated by reason of his
death, the Employer shall pay to such person as he shall designate in notice
filed with the Employer, or if no such person shall be designated, to his estate
as a lump sum benefit, his full Salary to the date of his death in addition to
any payments to the Employee's spouse, beneficiaries or estate may be entitled
to receive pursuant to any pension or employee benefit plan or life insurance
policy or similar plan or policy then maintained by the Employer, and such
payments shall, assuming the Employer is in compliance with the provisions of
this Agreement, fully discharge the Employer's obligations with respect to
Section 3 of this Agreement, but all other obligations of the Employer under
this Agreement, including the obligations to indemnify, defend and hold harmless
the Employee, shall remain in effect.
(b) During any period that the Employee fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness, the
Employee shall continue to receive his Salary until the Employee's employment is
terminated pursuant to Section 6.2 of this Agreement, or until the Employee
terminates his employment pursuant to Section 6.4(a) of this
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Agreement, whichever first occurs. After termination, the Employee shall be
paid, in equal monthly installments, 100% of his Salary, at the rate in effect
at the time Notice of Termination is given, for one year, and thereafter for one
additional year at an annual rate equal to 50% of the Salary which would have
been in effect under this Agreement, plus, in each case, any disability payments
otherwise payable by or pursuant to plans provided by the Employer. To the
extent physically and mentally capable of so doing without potentially impairing
or damaging his health, the Employee shall provide consulting services to the
Employer during the period that he is receiving payments pursuant to this
Section 9(b).
(c) If the Employee's employment shall be terminated for Cause, the
Employer shall pay the Employee his full Salary through the Date of Termination,
at the rate in effect at the time Notice of Termination is given, and the
Employer shall, assuming the Employer is in compliance with the provisions of
this Agreement, have no further obligations with respect to Section 3 of this
Agreement, but all other obligations of the Employer under this Agreement,
including the obligations to indemnify, defend and hold harmless the Employee,
shall remain in effect.
(d) If (A) in breach of this Agreement, the Employer shall terminate the
Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it
being understood that a purported termination pursuant to Section 6.2 or 6.3
hereof which is disputed and finally determined not to have been proper shall be
a termination by the Employer in breach of this Agreement), including as a
result of a Change of Control, and/or (B) the Employee shall terminate his
employment for Good Reason or at any time within six months after a Change of
Control, then the Employer shall pay to the Employee:
(i) his full Salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given;
(ii) for periods subsequent to the Date of Termination (in lieu of any
further payments pursuant to Section 3 of this Agreement), Severance Pay
(as hereinafter defined), payable on the first day following the Date of
Termination, as follows:
(A) if the Employee, without Good Reason, terminates his
employment at any time within six months after a Change of Control, or
if, prior to and not as a result of a Change of Control, the
Employee's employment is terminated either by the Employee for Good
Reason or by the Employer other than pursuant to Sections 6.2 or 6.3
hereof, a lump sum amount equal to the highest of (a) $1,000,000 or
(b) total compensation (including the value of all perquisites, such
as health and life
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insurance and car allowance, etc.) received or earned by the Employee
from the Employer during the twelve months prior to the Termination
Date, multiplied by the fraction the numerator of which is the number
of months remaining in the unexpired of this Agreement and the
denominator of which is 12, or
(B) if after or as a result of a Change of Control, the
Employee's employment is terminated either by the Employee for Good
Reason or by the Employer other than pursuant to Sections 6.2 or 6.3
hereof, a lump sum amount equal to ten (10) times the total
compensation, (including the value of all perquisites, such as health
and life insurance and car allowance, etc.) and the value of all stock
options, received or earned by the Employee during the twelve (12)
months prior to such Date of Termination (in case of either (ii)(A) or
(ii)(B), "Severance Pay"); and
(iii) all other damages to which the Employee may be entitled as
result of the termination of his employment under this Agreement, including
all legal fees and expenses incurred by him in contesting or disputing any
such termination or in seeking to obtain or enforce any right or benefit
provided by this Agreement.
(e) The Employee shall not be required to mitigate the amount of any
payment provided for in this Section 9 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 9 be reduced by
any compensation earned by the Employee as the result of employment by another
employer or business or by profits earned by the Employee from any other source
at any time before and after the Date of Termination.
(f) The Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Employer, by agreement in form and substance
satisfactory to the Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place. Failure of the
Employer to obtain such Agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Employee to
compensation from the Employer in the same amount and on the same terms as he
would be entitled to hereunder if he terminated his employment for Good Reason,
except for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this Agreement, "Employer" shall mean the Employer and any successor to its
business and/or assets which executes the Agreement or which otherwise becomes
bound by the terms and conditions of this Agreement by operation of law.
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10. Confidentiality; Noncompetition.
(a) The Employer and the Employee acknowledge that the services to be
performed by the Employee under this Agreement are unique and extraordinary and,
as a result of such employment, the Employee will be in possession of
confidential information relating to the business practices of the Company. The
term "confidential information" shall mean any and all information (verbal and
written) relating to the Company or any of its affiliates, or any of their
respective activities, other than such information which can be shown by the
Employee to be in the public domain (such information not being deemed to be in
the public domain merely because it is embraced by more general information
which is in the public domain) other than as the result of breach of the
provisions of this Section 10(a), including, but not limited to, information
relating to: trade secrets, personnel lists, financial information, research
projects, services used, pricing, customers, customer lists and prospects,
product sourcing, marketing and selling and servicing. The Employee agrees that
he will not, during or for a period of two years after the termination of
employment, directly or indirectly, use, communicate, disclose or disseminate to
any person, firm or corporation any confidential information regarding the
clients, customers or business practices of the Company acquired by the Employee
during his employment by Employer, without the prior written consent of
Employer; provided, however, that the Employee understands that Employee will be
prohibited from misappropriating any trade secret (as defined for purposes of
Indiana law) at any time during or after the termination of employment.
(b) The Employee hereby agrees that he shall not, during the period of his
employment and for a period of two (2) years following such employment, directly
or indirectly, within any county (or adjacent county) in any State within the
United States or territory outside the United States in which the Company is
engaged in business during the period of the Employee's employment or on the
date of termination of the Employee's employment, engage, have an interest in or
render any services to any business (whether as owner, manager, operator,
licensor, licensee, lender, partner, stockholder, joint venturer, employee,
consultant or otherwise) competitive with the Company's business activities.
(c) The Employee hereby agrees that he shall not, during the period of his
employment and for a period of two (2) years following such employment, directly
or indirectly, take any action which constitutes an interference with or a
disruption of any of the Company's business activities including, without
limitation, the solicitations of the Company's customers, or persons listed on
the personnel lists of the Company. At no time during the term of this
Agreement, or thereafter shall the
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Employee directly or indirectly, disparage the commercial, business or financial
reputation of the Company.
(d) For purposes of clarification, but not of limitation, the Employee
hereby acknowledges and agrees that the provisions of subparagraphs 10(b) and
(c) above shall serve as a prohibition against him, during the period referred
to therein, directly or indirectly, hiring, offering to hire, enticing,
soliciting or in any other manner persuading or attempting to persuade any
officer, employee, agent, lessor, lessee, licensor, licensee or customer who has
been previously contacted by either a representative of the Company, including
the Employee, (but only those suppliers existing during the time of the
Employee's employment by the Company, or at the termination of his employment),
to discontinue or alter his, her or its relationship with the Company.
(e) Upon the termination of the Employee's employment for any reason
whatsoever, all documents, records, notebooks, equipment, price lists,
specifications, programs, customer and prospective customer lists and other
materials which refer or relate to any aspect of the business of the Company
which are in the possession of the Employee including all copies thereof, shall
be promptly returned to the Company.
(f) (i) The Employee agrees that all processes, technologies and inventions
("Inventions"), including new contributions, improvements, ideas and
discoveries, whether patentable or not, conceived, developed, invented or made
by him during his employment by Employer shall belong to the Company, provided
that such Inventions grew out of the Employee's work with the Company are
related in any manner to the business (commercial or experimental) of the
Company or are conceived or made on the Company's time or with the use of the
Company's facilities or materials. The Employee shall further: (a) promptly
disclose such Inventions to the Company; (b) assign to the Company, without
additional compensation, all patent and other rights to such Inventions for the
United States and foreign countries; (c) sign all papers necessary to carry out
the foregoing; and (d) give testimony in support of his inventorship;
(ii) If any Invention is described in a patent application or is
disclosed to third parties, directly or indirectly, by the Employee within
two years after the termination of his employment by the Company, it is to
be presumed that the Invention was conceived or made during the period of
the Employee's employment by the Company; and
(iii) The Employee agrees that he will not assert any rights to any
Invention as having been made or acquired by him prior to the date of this
Agreement, except for Inventions, if any, disclosed to the Company in
writing prior to the date hereof.
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(g) The Company shall be the sole owner of all products and proceeds of the
Employee's services hereunder, including, but not limited to, all materials,
ideas, concepts, formats, suggestions, developments, arrangements, packages,
programs and other intellectual properties that the Employee may acquire,
obtain, develop or create in connection with and during the term of the
Employee's employment hereunder, free and clear of any claims by the Employee
(or anyone claiming under the Employee) of any kind or character whatsoever
(other than the Employee's right to receive payments hereunder). The Employee
shall, at the request of the Company, execute such assignments, certificates or
other instruments as the Company may from time to time deem necessary or
desirable to evidence, establish, maintain, perfect, protect, enforce or defend
its right, or title and interest in or to any such properties.
(h) The parties hereto hereby acknowledge and agree that (i) the Company
would be irreparably injured in the event of a breach by the Employee of any of
his obligations under this Section 10, (ii) monetary damages would not be an
adequate remedy for any such breach, and (iii) the Company shall be entitled to
injunctive relief, in addition to any other remedy which it may have, in the
event of any such breach.
(i) The parties hereto hereby acknowledge that, in addition to any other
remedies the Company may have under Section 7(h) hereof, the Company shall have
the right and remedy to require the Employee to account for and pay over to the
Company all compensation, profits, monies, accruals, increments or other
benefits (collectively, "Benefits") derived or received by the Employee as the
result of any transactions constituting a breach of any of the provisions of
Section 10, and the Employee hereby agrees to account for any pay over such
Benefits to the Company.
(j) Each of the rights and remedies enumerated in Section 10(h) and 10(i)
shall be independent of the other, and shall be severally enforceable, and all
of such rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to the Company under law or in equity.
(k) If any provision contained in this Section 10 is hereafter construed to
be invalid or unenforceable, the same shall not affect the remainder of the
covenant or covenants, which shall be given full effect, without regard to the
invalid portions.
(l) If any provision contained in this Section 10 is found to be
unenforceable by reason of the extent, duration or scope thereof, or otherwise,
then the court making such determination shall have the right to reduce such
extent, duration, scope or other provision and in its reduced form any such
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restriction shall thereafter be enforceable as contemplated hereby.
(m) It is the intent of the parties hereto that the covenants contained in
this Section 10 shall be enforced to the fullest extent permissible under the
laws and public policies of each jurisdiction in which enforcement is sought
(the Employee hereby acknowledging that said restrictions are reasonably
necessary for the protection of the Company). Accordingly, it is hereby agreed
that if any of the provisions of this Section 10 shall be adjudicated to be
invalid or unenforceable for any reason whatsoever, said provision shall be
(only with respect to the operation thereof in the particular jurisdiction in
which such adjudication is made) construed by limiting and reducing it so as to
be enforceable to the extent permissible, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.
11. Indemnification. The Employer shall indemnify and hold harmless the
Employee against any and all expenses reasonably incurred by him in connection
with or arising out of (a) the defense of any action, suit or proceeding in
which he is a party, or (b) any claim asserted or threatened against him, in
either case by reason of or relating to his being or having been an employee,
officer or director of the Company, whether or not he continues to be such an
employee, officer or director at the time of incurring such expenses, except
insofar as such indemnification is prohibited by law. Such expenses shall
include, without limitation, the fees and disbursements of attorneys, amounts of
judgments and amounts of any settlements, provided that such expenses are agreed
to in advance by the Employer. The foregoing indemnification obligation is
independent of any similar obligation provided in the Employer's Certificate of
Incorporation or Bylaws, and shall apply with respect to any matters
attributable to periods prior to the Effective Date, and to matters attributable
to his employment hereunder, without regard to when asserted.
12. General. This Agreement is further governed by the following
provisions:
(a) Notices. All notices relating to this Agreement shall be in
writing and shall be either personally delivered, sent by telecopy (receipt
confirmed) or mailed by certified mail, return receipt requested, to be
delivered at such address as is indicated below, or at such other address
or to the attention of such other person as the recipient has specified by
prior written notice to the sending party. Notice shall be
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effective when so personally delivered, one business day after being sent
by telecopy or five days after being mailed.
To the Employer:
Brightpoint, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: J. Xxxx Xxxxxx
To the Employee:
------------------------
------------------------
------------------------
With, in either case, a copy in the same manner to:
Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) Parties in Interest. Employee may not delegate his duties or
assign his rights hereunder. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
(c) Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with
respect to the employment of the Employee by the Employer and contains all
of the covenants and agreements between the parties with respect to such
employment in any manner whatsoever. Any modification or termination of
this Agreement will be effective only if it is in writing signed by the
party to be charged.
(d) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana. Employee agrees to and
hereby does submit to jurisdiction before any state or federal court of
record in Xxxxxx County, Indiana, or in the state and county in which such
violation may occur, at Employer's election.
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(e) Warranty. Employee hereby warrants and represents as follows:
(i) That the execution of this Agreement and the discharge of
Employee's obligations hereunder will not breach or conflict with any
other contract, agreement, or understanding between Employee and any
other party or parties.
(ii) Employee has ideas, information and know-how relating to the
type of business conducted by Employer, and Employee's disclosure of
such ideas, information and know-how to Employer will not conflict
with or violate the rights of any third party or parties.
(f) Severability. In the event that any term or condition in this
Agreement shall for any reason be held by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or condition
of this Agreement, but this Agreement shall be construed as if such invalid
or illegal or unenforceable term or condition had never been contained
herein.
(g) Execution in Counterparts. This Agreement may be executed by the
parties in one or more counterparts, each of which shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the
other parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
BRIGHTPOINT, INC.
By:
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Name: J. Xxxx Xxxxxx
Title: President
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