exv10w2







Exhibit 10.2




CONSULTANT AGREEMENT




     THIS CONSULTANT AGREEMENT (“Consultant Agreement”) is entered into by and between BELL
MICROPRODUCTS INC., a California corporation, for itself and its subsidiaries (“Bell”), having its
principal place of business at 1941 Ringwood Avenue, San José, California 95131-1721 and JAMES E.
ILLSON (“Consultant”) (collectively, the “Parties”) and is made effective as of May 12, 2008
(“Effective Date”). The Parties agree as follows:



1. Performance of Services





	 	1.1	 	Consultant shall diligently perform the Services in full compliance with the highest
standards of practice in the industry. Consultant shall comply with all applicable laws
and safety rules of Bell in the course of performing the Services hereunder.
	 
	 	1.2	 	For purposes of this Consultant Agreement, “Services” shall be those projects assigned
by Bell’s Chief Executive Officer. Consultant will be expected to devote, on average,
twenty (20) hours per week towards the completion of the Services. The parties acknowledge
that twenty (20) hours per week is an average, and that some weeks will require time in
excess of twenty (20) hours per week, and that in some weeks less than twenty (20) hours
per week will be required of Consultant.
	 
	 	1.3	 	Consultant shall commence the performance of the Services as of August 20, 2008 (the
“Start Date”) and complete performance of the Services on May 19, 2009 (the “Completion
Date”).





2. Reporting Requirements





	 	2.1	 	Consultant shall report to the Chief Executive Officer of Bell regarding the progress
of the Services performed hereunder.
	 
	 	2.2	 	Bell, and any of its duly authorized representatives, shall, until the expiration of
one (1) year after final payment under this Consultant Agreement, have access to and the
right to examine any books, documents, papers and records of Consultant involving
transactions directly related to this Consultant Agreement.





3. Compensation





	 	3.1	 	Consultant shall keep accurate records of time expended in performing the Services
which shall at all times be available for inspection and copying by Bell at any time during
normal business hours upon reasonable prior notice. From August 20, 2008, through May 19,
2009, Consultant shall be paid on a semimonthly basis at the rate of $19,375.00 per month.




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	 	3.2	 	Beginning January 1, 2009, Consultant shall be solely liable for any federal, state, or
local withholding, or other payroll taxes relating to performance of the Services under
this Consultant Agreement.
	 
	 	3.3	 	Consultant acknowledges and agrees that the compensation paid hereunder includes
payment for any inventions and/or creations of the Consultant which are invented or created
in direct connection with the performance of the Services under this Consultant Agreement.
	 
	 	3.4	 	Bell shall reimburse Consultant for any reasonable out-of-pocket expenses incurred in
the performance of the Services, including Consultant’s travel, lodging and meal expenses
related to going and coming from his home to the Company’s and Affiliated Entities’ (as
that term is used in the Separation Agreement executed concurrently) offices located here
and abroad.





4. Status of Independent Contractor





	 	4.1	 	Beginning August 20, 2008, Consultant will be an independent contractor and not an
employee of Bell and, from and after that time, Consultant, and not Bell, shall have
control over the method, manner, and means of Consultant’s performance of the Services,
subject to the express provisions of this Consultant Agreement.
	 
	 	4.2	 	Beginning August 20, 2008, Consultant shall be solely responsible for the insurance
coverage Consultant deems necessary to protect against any form of insurable risks.
Consultant certifies and agrees that from that date and thereafter throughout the term of
this Consultant Agreement, Consultant has and will maintain appropriate insurance coverage.
	 
	 	4.3	 	Consultant shall not be entitled to any benefits accruing to Bell employees. However,
through May 19, 2009, should Consultant provide the Services and this Consultant Agreement
not be terminated earlier, Consultant shall be classified as a “Service Provider” as
defined in the Company’s 1998 Stock Plan for purposes of vesting stock options and
restricted stock units. Bell shall not deduct from Consultant’s compensation nor in any
manner pay for those expenses which are normally paid on behalf of Bell employees,
including, but not limited to, worker’s compensation insurance and health insurance. Bell
may but shall not be required to hire, supervise, or pay any assistants to support
Consultant. Consultant agrees to indemnify and to hold Bell harmless for any and all
claims, losses, liabilities, or costs (including attorneys’ fees) based upon any assertion
that Consultant or any of his employees are employees of Bell.
	 
	 	4.4	 	Consultant acknowledges that Consultant has no authority to enter into any contract on
behalf of Bell, and Consultant agrees not to enter into any such contract, or incur any
liability, on behalf of Bell. From and after, August 19, 2008, nothing in this Agreement
shall imply that Consultant is an agent, employee, or other representative of Bell, nor
shall Consultant make any such representations.










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	5.	 	Confidentiality






	 	5.1	 	“Confidential Information” means: (1) any Inventions; (2) information related to Bell’s
business methods and practices; (3) compilations of data or information concerning Bell’s
businesses; (4) the identities of Bell’s licensors, licensees, suppliers and customers and
the nature of Bell’s relationships with these parties; (5) information related to the
business of Bell’s suppliers, customers or other third parties doing business with Bell;
(6) proprietary or trade secret information submitted by any third party to Bell for study,
evaluation or any other use; and (7) any other information concerning Bell that is not
generally known to the public (including information about Bell’s operations, personnel,
products or services).
	 
	 	5.2	 	Consultant understands that this Consultant Agreement is the basis for a relationship
of trust and confidence between Consultant and Bell with regard to Confidential
Information. At all times during and after the term of this Consultant Agreement,
Consultant agrees to keep in strictest confidence and trust all Confidential Information
and to take all reasonable precautions to protect against its disclosure or misuse.
Consultant will not use any Confidential Information other than for the sole benefit of
Bell pursuant to the performance of Consultant’s duties hereunder, nor disclose any
Confidential Information except to employees of Bell with a need to know. Consultant shall
not, however, be required to treat as confidential any Confidential Information which: (i)
is in the public domain by reason of prior publication not directly or indirectly resulting
from any act or omission of Consultant or his employees or subcontractors, or (ii) was
already properly known to Consultant (other than in connection with this Consultant
Agreement or prior employment with Bell) without restriction on use or disclosure at the
time of disclosure by Bell to Consultant.
	 
	 	5.3	 	Consultant agrees that all written and descriptive matter, including notes and
drawings, however embodied or fixed, received or made by Consultant in connection with the
Services or in connection with any Inventions as defined in Section 6.1 or Confidential
Information belonging to Bell, shall be and are the sole and exclusive property of Bell.
Consultant shall return all such materials to Bell upon request and in any event upon
termination of this Consultant Agreement. Consultant further confirms that he will deliver
at or immediately after the termination of this Consultant Agreement, all documents and
data of any nature containing or pertaining to proprietary or confidential information and
that he will not retain in his possession, custody, or control any such documents or data,
or any reproduction thereof. To the extent Consultant has not already done so, he agrees,
on or before the termination of this Consultant Agreement, to return to the Company all
Company property, including, but not limited to, all electronic and hardcopy files and
documents, and any other tangible or intangible Company property in the possession,
custody, or control of Consultant, except that Consultant may keep the laptop computer
currently in his possession, provided that on or immediately after the termination of this
Consultant Agreement, Consultant has provided a copy of all Company data to Company
residing on the laptop computer and thereafter permanently deletes all Company data from
the laptop computer. Consultant shall not retain any copies or summaries of any kind of
the documents, files, or materials which constitute Company property, whether obtained
while Consultant was an employee of Company or otherwise.




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	 	5.4	 	Consultant will not disclose to Bell, use in connection with performance of the
Services, or induce Bell to use any trade secret or other confidential information
belonging to any third party without the prior written consent of such third party.





6. Inventions





	 	6.1	 	“Inventions” means all discoveries, developments, designs, improvements, inventions,
mask works, formulae, processes, techniques, algorithms, computer programs, strategies,
specific technical know-how, and data, whether or not patentable or registrable under
patent, copyright or similar statutes, that are generated, created, conceived, reduced to
practice or learned (collectively “created”) by Consultant (or anyone acting on
Consultant’s behalf), either alone or jointly with others, either (1) in direct connection
with the performance of the Services, or (2) are created in whole or in part with the
support of Bell employees or the use of Bell equipment, Bell supplies, Bell facilities or
Confidential Information. Inventions include all deliverables or results of the Services
and documentation related to the Services.






	 	6.2	 	“Intellectual Property Rights” means all of the rights in patents, patent applications,
industrial designs, copyrights, trademarks, and trade secrets relating to the Inventions.






	 	6.3	 	During the term of this Agreement, Consultant will promptly and fully disclose all
Inventions to Bell. Bell shall be the sole owner of all rights and title including,
without limitation, all Inventions and all Intellectual Property Rights in any and all
Inventions.





7. Term and Termination





	 	7.1	 	This Consultant Agreement may be terminated by Consultant upon 14 days advance written
notice.






	 	7.2	 	If at any time after August 19, 2008, Consultant fails to perform the Services under
this Consultant Agreement in a manner consistent with that which is reasonably expected of
an executive of Bell in the opinion of its Chief Executive Officer, or Consultant is unable
to reasonably dedicate the time to Bell as set forth in Section 1.2, Bell may give notice
to the Consultant of such failure. Within five (5) days after receipt of such notice as
defined in Section 9.7 hereof, Consultant must cure the specified failure to perform, or
Bell may terminate this Consultant Agreement immediately upon written notice. The
provisions of this Section 7.2 are the exclusive means for the Company to terminate this
Consultant Agreement prior to the Completion Date.






	 	7.3	 	If not sooner terminated under Sections 7.1 or 7.2, this Consultant Agreement shall
terminate no later than May 19, 2009.






	 	7.4	 	Consultant’s obligations under Articles 5 and 6 shall survive termination of this
Consultant Agreement.




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8. Conflicting Obligations



Consultant certifies that there are no outstanding agreements or obligations that are in conflict
with the terms of this Consultant Agreement or that would preclude Consultant from complying with
the provisions hereof. Consultant shall devote such time as is required under Section 1.2 hereof,
however, at no time during the term of this Consultant Agreement shall Consultant perform or agree
to perform services (whether as an employee, consultant, or otherwise) for any IT distribution
company, without the prior written consent of Bell. Additionally, Consultant will not perform any
services relating to competitive positioning or strategy for value added resellers which compete
directly with the value added resellers owned by Bell, without the prior written consent of Bell.




9. General





	 	9.1	 	Consultant acknowledges that the Services to be performed hereunder are personal to the
Parties, hence no rights herein may be assigned or otherwise transferred without the
express written consent of Bell.
	 
	 	9.2	 	This Consultant Agreement, together with the Separation Agreement concurrently executed
by the Parties, constitutes the entire understanding of the Parties with respect to the
subject matter hereof and supersedes any and all prior, contemporaneous or subsequent
statements, representations, agreements or understandings, whether oral or written, between
the Parties with respect hereto. The terms of this Consultant Agreement may only be
modified by a written instrument signed by Consultant and an authorized officer of the
Company.
	 
	 	9.3	 	If any term, clause or provision of this Agreement is construed to be or adjudged
invalid, void or unenforceable, such term, clause or provision will be construed as severed
from this Agreement, and the remaining terms, clauses and provisions will remain in full
force and effect.
	 
	 	9.4	 	No waiver by either party of any breach of any provision of this Consultant Agreement
shall constitute a waiver of any other breach of that or any other provision of this
Consultant Agreement.
	 
	 	9.5	 	In the course of performing the Services, Consultant agrees to comply with all
applicable laws and regulations.
	 
	 	9.6	 	This Agreement is entered into in the State of California and shall be construed and
interpreted in accordance with the laws of the State of California, excluding any conflicts
or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of any other jurisdiction. The
Parties agree that the exclusive venue for the resolution of any disputes under this
Agreement shall reside solely in the state and federal courts sitting in the County of
Santa Clara.




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	 	9.7	 	All notices, requests, demands, and other communications called for hereunder will be
in writing and will be deemed given (a) on the date of delivery if delivered personally,
(b) one day after being sent overnight by a well established commercial overnight service,
or (c) four days after being mailed by registered or certified mail, return receipt
requested, prepaid and addressed to the Parties or their successors at the following
addresses, or at such other addresses as the Parties may later designate in writing:





	 	 	 	 	 
	 

	 	To the Company:
	 	Bell Microproducts Inc.

1941 Ringwood Avenue

San José, California 95131-1721

Attn: General Counsel
	 
	 	 	 	 
	 

	 	To Executive:
	 	[               ]
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Mr. Martin J. Foley

Sonnenschein Nath & Rosenthal LLP

601 S. Figueroa St., Ste. 2500

Los Angeles, California 90017-5704





IN WITNESS WHEREOF, the Parties have caused this Consultant Agreement to be signed by their duly
authorized representatives as of the Effective Date.




BELL MICROPRODUCTS INC.




	 	 	 
	By: /s/ Richard J. Jacquet

	 	By: /s/ James E. Illson
	 
	 	 
	Name: Richard J. Jacquet

	 	Name: James E. Illson
	 
	 	 
	Title: Senior Vice President, Human Resources
	 	 







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