EXHIBIT 10.72 FORM OF FIRST AMENDMENT TO RETENTION AGREEMENT This FIRST AMENDMENT TO RETENTION AGREEMENT (the "Amendment") is made as of , 1997 between Merisel, Inc., a Delaware corporation (the "Company" or "Merisel"), and Thomas P. Reeves...

 
                                                                  EXHIBIT 10.72
 
                                    FORM OF
                              FIRST AMENDMENT TO
                              RETENTION AGREEMENT
 
  This FIRST AMENDMENT TO RETENTION AGREEMENT (the "Amendment") is made as of
            , 1997 between Merisel, Inc., a Delaware corporation (the
"Company" or "Merisel"), and Xxxxxx X. Xxxxxx ("Executive").
 
                                  BACKGROUND
 
  WHEREAS, the Company and Executive entered into a Retention Agreement dated
as of October 1, 1995 (the "Agreement") pursuant to which the terms and
conditions governing the Executive's employment by the Company following a
Change of Control 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 1(c) of the Agreement is hereby amended to read in its entirety
as follows:
 
    "(c) A "Change of Control" 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 1(c) 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."
 
  2. Section 1(h) of the Agreement is hereby amended to read in its entirety
as follows:
 
    "(h) "Expiration Date" shall mean July 31, 1999."
 
  3. Section 3(a) of the Agreement is hereby amended to read in its entirety
as follows:
 
    "(a) The Company shall make a lump sum payment to Executive on the
  effective date of such Covered Termination, equal to twelve (12) months of
  Executive's Base Salary then in effect. The payments to be made to
  Executive upon a Covered Termination are in addition to the payments made
  to employees by the Company upon termination in the ordinary course, such
  as reimbursement for business expenses and vacation pay through the date of
  termination."

 
  4. Section 3(b) of the Agreement is hereby amended to read in its entirety
as follows:
 
    "(b) The Company shall make a lump sum payment to Executive on the
  effective date of such Covered Termination, equal to one times the average
  of the annual performance bonus received by the Executive over the three
  year period preceding the effective date of the Covered Termination."
 
  5. Section 6(a) of the Agreement is hereby amended deleted in its entirety.
 
  6. Section 6(b) of the Agreement is hereby amended to read in its entirety
as follows:
 
    "(b) During the term of this Agreement, Executive will not, on behalf of
  any business enterprises other than the Company and its subsidiaries,
  solicit the employment of or hire any person that is or was employed by the
  Company or any of its subsidiaries at any time on or after January 1,
  1995."
 
  IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
First Amendment to Retention Agreement, as of the day and year first written
above.
 
MERISEL, INC.
 
                                          XXXXXX X. XXXXXX
 
By: _________________________________     _____________________________________
Its: ________________________________