FIRST AMENDMENT TO THE
MICROAGE 1994 MANAGEMENT EQUITY PROGRAM
AWARD AGREEMENT FOR
XXXXXXX X. XxXXXXXX
THIS FIRST AMENDMENT to the Award Agreement dated December 14,
1993 ("Award Agreement"), is entered into by MicroAge, Inc. ("Company"), and
Xxxxxxx X. XxXxxxxx ("Executive") pursuant to the Management Equity Plan ("MEP")
under the MicroAge, Inc. Long- Term Incentive Plan ("Plan"), as of December 14,
1995.
WHEREAS, the Company and the Executive entered into the Award
Agreement effective December 14, 1993, to enable the Executive to acquire an
option to purchase Company stock by making salary deferrals; and
WHEREAS, the exercise price of the option to purchase Company
common stock, $.01 par value ("Common Stock"), under the Award Agreement is
$24.83 per share, after giving effect to a 3-for-2 stock split that was payable
on January 13, 1994; and
WHEREAS, the closing price of the Common Stock on the Nasdaq
National Market on December 13, 1995, was $8.75 per share; and
WHEREAS, in order to provide a meaningful incentive for the
Executive under the MEP, the Compensation Committee of the Company's Board of
Directors has reduced the exercise price under the Award Agreement to the
current fair market value of the Common Stock.
NOW THEREFORE, the Executive and the Company agree as follows:
1. Paragraph 5 of the Award Agreement is
hereby amended and restated in its entirety as follows:
5. NUMBER OF OPTIONS GRANTED. In exchange for electing to
waive the amount of compensation specified in the 1994-1996 Waiver Table in
Paragraph 4, above, you are hereby granted an option to purchase the number of
shares of MicroAge, Inc. Common Stock calculated pursuant to the formula below:
(1) TOTAL COMPENSATION WAIVED (1994-1996) $600,000
(2) $600,000 (TOTAL COMPENSATION WAIVED)
MULTIPLIED BY 3.5234933 (THE "LEVERAGING
FACTOR") $2,114,096
(3) COMMON STOCK CLOSING PRICE ON DECEMBER
13, 1995 (THE "COMMON STOCK PRICE") $8.75
(4) TOTAL OPTIONS GRANTED (2) / (3) 241,611
2. Paragraphs 8, 9, and 10 of the Award
Agreement shall be amended by deleting the references to the number "ten" and
replacing such reference with the phrase "the Leveraging Factor."
3. This First Amendment shall be effective
as of December 14, 1995.
MICROAGE, INC.
By: /s/Xxxx X. Xxxx
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Its: Vice Chairman and Secretary
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/s/Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx
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