EXHIBIT 10.49
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made this 29th day of
June, 1998, effective as of July 1, 1998, between SED INTERNATIONAL, INC.,
a Delaware corporation (the "Subsidiary") and a wholly-owned subsidiary of
SED INTERNATIONAL HOLDINGS, INC., a Delaware corporation, and ▇▇▇▇ ▇▇▇▇▇▇▇,
an individual resident of the State of Georgia (the "Employee").
W I T N E S S E T H:
WHEREAS, on November 7, 1989, Employee and the Subsidiary entered into
an Employment Agreement (the "Agreement") setting forth the terms and
conditions of Employee's employment with the Subsidiary; and
WHEREAS, effective July 1, 1991, Employee and the Subsidiary entered
into the First Amendment to the Employment Agreement, modifying certain
terms and conditions of Employee's employment with the Subsidiary; and
WHEREAS, the Subsidiary and Employee agree that it is in the best
interest of both parties to make certain further modifications to the terms
and conditions of Employee's employment the Subsidiary.
NOW, THEREFORE, in consideration of the foregoing, the continued
employment of the Employee, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Amendment to Section 3(d) of the Agreement. Pursuant to Section
15(d) of the Agreement, Section 3(d) is hereby modified so as to increase
Employee's annual paid vacation from four (4) weeks to six (6) weeks per
fiscal year. The words "four (4) weeks" in said Section 3(d) shall be
deleted and the words "six (6) weeks" shall be replaced in its stead.
2. Amendment to Section 3(f) of the Agreement. Pursuant to Section
15(d) of the Agreement, Section 3(f) is hereby deleted in its entirety and
replaced by the following paragraphs:
(f) If a Change of Control occurs while the Employee is
employed by the Subsidiary during the term of this Agreement, or
during any extension thereof, and if the Employee's employment is
terminated involuntarily, or voluntarily by the Employee based on
(i) material changes in the nature or scope of the Employee's
duties or employment, (ii) a reduction in compensation of the
Employee made without the Employee's consent, (iii) a relocation
of the Subsidiary's executive offices other than in compliance
with the provisions of Section 2(b) of this Agreement, or (iv) a
good faith determination made by the Employee, upon consultation
with the Board of Directors of the Subsidiary, that it is
necessary or appropriate for the Employee to relocate from the
Atlanta, Georgia Metropolitan Area to enable Employee to perform
her duties hereunder, the Employee may, in her sole discretion,
give written notice within thirty (30) days after the date of
termination of employment to the Secretary of the Subsidiary that
she is exercising her rights hereunder and requests payment of
the amounts provided for under this subsection (h) (the "Notice
of Exercise").
If the Employee gives a Notice of Exercise to receive the
payments provided for hereunder, the Subsidiary shall pay to or
for the benefit of the Employee, within thirty (30) days after
the Subsidiary's receipt of the Notice of Exercise, a single cash
payment for damages suffered by the Employee by reason of a
Change in Control causing the Subsidiary's breach of this
Agreement (the "Executive Payment") in an amount equal to (as
determined in accordance with Section 280G(d) (4) of the Code)
all annual salary, Bonuses and other benefits owing to Employee
for the period from Employee's date of termination hereunder
through the remainder of the Initial Term of this Agreement, as
may be extended; provided, however, in the event the period from
the date of Employee's termination hereunder through the
remainder of the Initial Term of this Agreement, as may be
extended, is less than twelve (12) months, then the Employee
shall receive an Executive Payment equal to the sum of (as
determined in accordance with Section 280G(d)(4) of the Code) (i)
the current annual salary and the value of all other benefits
payable to the Employee annualized for a twelve (12) month
period, and (ii) an amount equal to the Bonus that would have
been paid for such period of less than twelve (12) months based
on an extrapolation of SEC's Pretax Adjusted Annual Income for
the full quarterly periods from the end of the most recent fiscal
year to the date of termination; provided, however, if Employee's
termination of employment hereunder occurs in the first fiscal
quarter of a fiscal year, then the Bonus shall be based on SEC's
Pretax Adjusted Annual Income for the immediately preceding
fiscal year.
The Executive Payment shall be in addition to and shall not be
offset or reduced by (i) any other amounts that have been earned
or accrued or that have otherwise become payable or will become
payable to the Employee or her beneficiaries, but have not been
paid by SEC or the Subsidiary at the time the Employee gives the
Notice of Exercise including, without limitation, salary,
bonuses, severance pay, consulting fees, disability benefits,
termination benefits, retirement benefits, life and health
insurance benefits or any other compensation or benefit payment
that is part of any previous, current or future contract, plan or
agreement, written or oral, and (ii) any indemnification payments
that may have accrued but not paid or that may thereafter become
payable to the Employee pursuant to the provisions of SEC's and
the Subsidiary's Certificates of Incorporation, Bylaws or similar
policies, plans
or agreements relating to indemnification of directors and
officers of SEC and the Subsidiary under certain circumstances.
In the event the Employee dies during the term of this Agreement,
the Employee's legal representative shall be entitled to receive
the Executive Payment, provided that the Notice of Exercise has
been or is given either by the Employee or her legal
representative, as the case may be.
3. Other Provisions of the Agreement. Except as otherwise provided
herein, all other provisions of the Agreement shall remain in full force
and effect and Employee's employment thereunder shall continue on the terms
described therein throughout the term of the Agreement, as amended hereby.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Second Amendment to Employment Agreement as of the day and year first
indicated above.
SED INTERNATIONAL, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and COO
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ (SEAL)
▇▇▇▇ ▇▇▇▇▇▇▇ (Employee)