RETENTION AGREEMENT
FIRST AMENDMENT
THIS RETENTION AGREEMENT FIRST AMENDMENT (the "Amendment") is made and
entered into as of the 7th day of April, 2001, by and between Micron
Electronics, Inc., a Minnesota Corporation (the "Company") and Xxxxxx X. Xxxxxx
(the "Executive").
R E C I T A L S
A. The Executive has heretofore entered into a Retention Agreement dated
effective as of December 1, 2000 with the Company (the "Agreement").
B. The Parties to the Agreement desire to provide for certain amendments
to the Agreement as hereinafter set forth.
C. Capitalized terms or words that are not otherwise defined where stated
in this Amendment shall have the meanings assigned to such terms or words in the
Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing Recitals, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Amendment. The Parties agree that the Agreement shall be amended, as
follows:
(a) Level Two Retention Pay and Benefits; Change in Control. Section
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4.2.1 of the Agreement is hereby amended to provide, as follows: "The Payment
under Section 4.2 shall be paid to Executive within 10 days following the Change
in Control Date in the event of a Change in Control during the Term; provided,
however, that in the event of Executive's Voluntary Termination or Termination
for Cause prior to August 30, 2001, Executive shall be required to repay, and
hereby expressly agrees to repay, to the Company the full gross amount of the
Payment paid pursuant to Section 4.2 ($250,000) within 10 days following such
Voluntary Termination or Termination for Cause. In the event of Executive's
Involuntary Termination during the Term, Executive shall not be required to
repay any Payment pursuant to this Section 4.2.1."
(b) Definitions. Section 6 of the Agreement and the Agreement is
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hereby amended to provide, as follows: (i) the definition of "Buyer Employment
Offer" is deleted in its entirety from Section 6 and such term is eliminated and
deleted from the Agreement; (ii) the definition of "Buyer Hire Date" is deleted
in its entirety from Section 6 and such term is eliminated and deleted from the
Agreement; and (iii) the definition "CIC Retention Date" is deleted in its
entirety from Section 6 and such term is eliminated and deleted from the
Agreement.
(d) Waiver by the Company. Section 7.6 of the Agreement is hereby
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deleted in its entirety.
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(e) Release by Executive. Section 7.7 of the Agreement entitled
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"Release by Executive" is hereby renumbered as Section 7.6.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed as of the day and year first set forth above.
MICRON ELECTRONICS, INC.
By__________________________________
Xxxx X. Xxxxxx
Chairman, President & CEO
Accepted and agreed:
By__________________________________
Xxxxxx X. Xxxxxx
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