EXHIBIT 10.3
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as
of July 26, 1997 between Merisel, Inc., a Delaware corporation (the "Company" or
"Merisel"), Merisel Americas, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Americas"), and Xxxxxx X. XxXxxxxxx ("Executive").
BACKGROUND
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of February 3, 1997 (the "Agreement") pursuant to which the terms and
conditions governing the Executive's employment by the Company as President and
Chief Operating Officer were set forth; and
WHEREAS, the Company and Executive desire to modify the terms of the
Agreement as set forth herein; and
WHEREAS, Executive is also serving as President and Chief Operating
Officer of Americas, through which substantially all of the Company's U.S.
operations are conducted, and Americas desires to recognize the services
performed by Executive and to retain Executive in such positions;
NOW, THEREFORE, the Company, Americas and Executive hereby agree to amend
the Agreement as set forth below.
AGREEMENT
1. Section 5.4(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 termination."
2. Section 5.5(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
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the Common Stock of the Company previously granted to Executive to vest
upon the date of such termination."
3. The second paragraph of Section 5.5 of the Agreement is hereby
amended to read in its entirety as follows:
"An "Americas Change of Control" shall have occurred if (i) any
person, corporation, partnership, trust, association, enterprise or group,
other than the Company, shall become the beneficial owner, directly or
indirectly, of outstanding capital stock of Americas possessing at least
50% of the voting power (for the election of directors) of the outstanding
capital stock of Americas, or (ii) there shall be a sale of all or
substantially all of Americas' assets or Americas shall merge or
consolidate with another corporation and the stockholders of Americas
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 stock holders of Americas
before the transaction. A "Company 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 a substantial portion 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. A "Sale of the Company" shall be the first to occur of a Company
Change of Control or an Americas Change of Control. 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.
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4. The following shall be added to the Agreement as Section 5.7.
"5.7 Obligations of the Company and Americas. The Company and
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Americas shall be jointly and severally liable for all obligations to
the Executive hereunder."
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. XXXXXX X. XXXXXXXXX
By: /S/ XXXXXX X. XXXXXXXXXX By: /S/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
MERISEL AMERICAS, INC.
By: /S/ XXXXXX X. XXXXXXXXXX
------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
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