FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made as of December
_______, 1997 between Merisel, Inc., a Delaware corporation (the "Company") and
Xxxxxx X. Xxxxxxxxxx ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of February 12, 1997 (the "Agreement") pursuant to which the terms and
conditions governing Executive's employment by the Company were set forth and
providing for Executive to serve as Chief Executive Officer; 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.
1. The following shall be added to the end of Section 9.2 of the Agreement:
"In the event of a Sale of the Company consisting of the Stonington
Conversion (as defined in the Company's Proxy Statement dated November
25, 1997), the three year period referenced in the first and third
sentences of this Section 9.2 shall commence upon termination of this
Agreement."
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.
By:__________________________
Xxxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
XXXXXX X. XXXXXXXXXX
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