exv10w1






Exhibit 10.1




SEPARATION AGREEMENT AND GENERAL RELEASE




     THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into this
12th day of May, 2008 (the “Agreement Date”), between JAMES E. ILLSON (the “Executive”) and BELL
MICROPRODUCTS INC., a California corporation (together with its predecessors and its successors and
assigns, the “Company”).



W I T N E S S E T H:




     WHEREAS, Executive is currently employed by the Company;



     WHEREAS, the Company and Executive (the “Parties”) desire to set forth the terms on which
Executive is ending his employment with the Company; and



     WHEREAS, the Parties have negotiated and agreed to a final settlement of their respective
rights, obligations and liabilities.



     NOW THEREFORE, in consideration of the promises and covenants contained in this Agreement, and
for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties agree as follows:



     1. Resignation. Executive acknowledges and agrees that, effective as of the Effective
Date (as defined in Section 21) (the “Status Change Date”), Executive hereby voluntarily resigns
his position as an executive officer of the Company, including his position as Chief Operating
Officer and President – Americas, as well as any other positions (including officer and
directorships) with other entities that are affiliated with the Company (“Affiliated Entities”).
Executive agrees to execute any documents that may be necessary or appropriate to effect or to
memorialize any resignations from the Company or its affiliates as contemplated by this Agreement.
Until the Termination Date (as defined below), Executive shall continue to devote his skills and
abilities to the Company on a full time regular basis.



     2. All Sums Paid. Other than as expressly set forth in this Agreement, and the
payment of base salary between the Agreement Date and Termination Date, and for accrued vacation
and outstanding reimbursable expenses, Executive acknowledges and agrees that all sums, other than
that which is specifically set forth in this Agreement, have been paid to Executive, in full.



     3. Change In Status. From and after the Status Change Date, until the Termination
Date, Executive shall remain employed by the Company, at a base annual salary of $465,000.00, paid
semimonthly, less any statutory withholdings and deductions, in the role of “Consultant to the
Chief Executive Officer” reporting directly to the Company’s Chief Executive Officer. Executive’s
employment as “Consultant to the Chief Executive Officer” shall end on August 19, 2008 (the
“Termination Date”).



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     3.1 Severance Payment. From and after May 15, 2008, should this Agreement
become effective as set forth in Paragraph 21 hereof, Executive shall be paid an amount, at
an annualized rate of $465,000.00, paid semimonthly, less any and all statutory withholding
and deductions as may be required by law or as authorized by Executive, through and
including December 31, 2008. In addition, on or before December 31, 2008, Executive shall
be paid a lump sum payment of $174,375.00, less any and all statutory withholding and
deductions.




     3.2 Stock Rights. Executive will not be eligible to receive any further stock
option or restricted stock unit grants after the Status Change Date. However, existing
stock option and restricted stock unit grants will continue to vest as provided in Section
4.




     3.3 Benefit Plans. Executive and Executive’s dependents shall continue to be
covered by the Company’s group health benefit plans, at the Company’s expense, except for
the Executive-paid portion of such premiums, until the Termination Date, to the same extent
Executive and Executive’s dependents were covered by said plans as of the Agreement Date.
If Executive desires to continue available coverage, pursuant to COBRA, after the
Termination Date, Executive may do so. Company agrees to pay Executive’s COBRA expense
until Executive finds employment providing comparable health benefits, or August 31, 2009,
whichever occurs first; thereafter, COBRA coverage shall be at Executive’s own expense.
Executive understands and agrees that he must timely complete a COBRA application in order
to receive the extension of health benefits beyond the Termination Date.




     3.4 Survivor Benefit Plan. Executive has a survivor benefit plan, dated
December 8, 2002, which pays a survivor benefit if Executive dies while employed. Such
benefit shall terminate as of the Termination Date.




     3.5 Incentive Bonus Plans and Other Benefits. On or before June 15, 2008,
Executive will be paid a lump sum payment in the amount of $139,237.00, less statutory
withholding and deductions, representing the earned incentive plan payment for 2007, and a
lump sum payment in the amount of $50,000.00, less statutory withholding and deductions,
representing the earned incentive plan payment for 2008. Executive may be eligible for
additional compensation, if in the sole judgment of the Company, Executive earned incentive
payments based on financial metrics achieved in 2006 and 2007. Executive shall have no
right to contest the determination of the Company as to the amount owed, which may be zero,
or when it is paid; provided that Executive may review the basis of the Company’s
calculations and further provided that such determination and date of payment (if any) will
be consistently made for Executive, the Chief Executive Officer and the Senior Vice
President, Human Resources. Executive is entitled to no other incentive or bonus plan
payments and will no longer be eligible to participate in any bonus or management incentive
program after the Status Change Date. Executive will not be entitled to any other
compensation or benefits after the Termination Date, other than what is specifically set
forth in this Section 3. Executive’s car allowance and vacation accrual will be terminated
effective as of the Termination Date.



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     4. Outstanding Stock Rights. Executive acknowledges that he holds the stock options
and restricted stock units (the “Stock Rights”) set forth on Exhibit A attached hereto and
incorporated herein by this reference. Executive acknowledges and agrees that he has no other
options, stock units, or other rights received from the Company to purchase any stock or securities
of the Company or any affiliate thereof (collectively, the “Issuers”). Executive’s outstanding
Stock Rights will continue to vest through the date Executive ceases to be a Service Provider as
defined in the Stock Option Plan under which such stock rights were granted and will continue to be
governed by the agreements under which such Stock Rights were granted. Executive acknowledges and
agrees that he does not enter into this Agreement on the basis of or in reliance in any way on any
representation or assurance of any Issuer or any officer, director, Executive or agent of any
Issuer regarding the current or future value of his Stock Rights or of any stock or securities of
any Issuer. Executive also understands and agrees that the Company must be current in its filings
with the Securities and Exchange Commission (“SEC”) and have effective registration statements
covering the issuance of shares issuable upon the exercise of stock options prior to Executive
exercising any such options, unless an exemption from said requirements is available under the
Securities Act of 1933 and applicable state securities laws. If the Company becomes current in its
filings with the SEC during the term of this Agreement or the concurrently executed Consultant
Agreement, the Company will promptly file any necessary registration statements relating to options
issued to Executive. In the event that the Company does not have registration statements in effect
on or before the expiration of the Stock Rights, Executive understands that he will be able to
exercise the Stock Rights if an exemption from registration is available, but will be unable to
sell the shares issued upon such exercise except pursuant to an exemption from registration
covering such resale. Executive acknowledges that, if the Stock Rights are exercised without an
effective registration statement covering the issuance of shares upon exercise of such Stock
Rights, the Company will include on its stock records, and on any certificates representing such
shares, legends restricting the transfer of such shares except in compliance with the Securities
Act of 1933 and applicable state securities laws. To the extent such Stock Rights are not
exercised, they will expire without any further compensation paid to Executive.



     5. Complete Release.



     (a) Except for the rights created by this Agreement and the Consultant Agreement concurrently
executed, Executive, for himself, and his heirs, executors, administrators, assigns, successors,
agents, and representatives, hereby irrevocably and unconditionally releases and forever discharges
the Company, and each and all of its heirs, executors, administrators, successors, assigns,
predecessors, owners, shareholders, agents, representatives, employees, consultants, insurers,
officers, directors, attorneys, accountants, auditors, affiliates, joint ventures, partners, and
corporate parents, subsidiaries, and divisions (referred to herein collectively as the “Related
Entities”) from any and all liabilities, claims, demands, contracts, debts, obligations and causes
of action of every nature, character and description, known or unknown, vested or contingent,
ascertained or unascertained, suspected or unsuspected, existing or claimed to exist, in law,
admiralty, or equity, under any theory of the law, whether common, constitutional, statutory, or
otherwise, in any jurisdiction, foreign or domestic, which Executive now owns or holds, or has at
any time heretofore owned or held, whether asserted on an individual or class action basis, by
reason of any matter, cause or thing occurred, done, omitted



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or suffered to be done from the beginning of the world to the day of the Agreement Date,
including, without limitation:





     (i) Executive’s employment relationship with the Company (and any Related Entity),
including employment through the Termination Date;




     (ii) the termination of Executive’s employment with the Company (or any Related
Entity), including Executive’s voluntary resignation as an executive officer of the Company;
and




     (iii) Executive’s right to salary, wages, earnings, benefits, or to purchase shares of
stock of the Company, except as specifically set forth in this Agreement, including, without
limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of
duty under applicable state corporate law, and securities fraud under any state or federal
law.



     (b) Executive acknowledges that the release contained in this Agreement includes, but is not
limited to, a release of all claims Executive may have under all state, federal and local laws
pertaining to discrimination, harassment, the California or other applicable state Labor Code,
family and medical leave laws, wage and hour laws, disability laws, civil rights laws, as well as
laws pertaining to claims of or for emotional distress, defamation, breach of contract, express or
implied, breach of the covenant of good faith and fair dealing, express or implied, any tort
(whether intentional or negligent, including claims arising out of the negligence or gross
negligence of the Company or any Related Entity and claims of express or implied past defamation by
the Company or any Related Entity), termination in violation of public policy, promissory estoppel,
negligent or intentional infliction of emotional distress, negligent or intentional
misrepresentation, negligent or intentional interference with contact or prospective economic
advantage, unfair business practices, libel, slander, negligence, personal injury, assault,
battery, invasion of privacy, false imprisonment, conversion, as well as equal pay laws and laws
pertaining to wrongful discharge, including, without limitation, the Equal Pay Act, the
Occupational Safety and Health Act, Title VII of the Civil Rights Act of 1964, Sections 1981
through 1988 of the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination
in Employment Act of 1967, the Americans with Disabilities Act, the Fair Labor Standards Act and
its state and local counterparts, claims of discrimination under the Employee Retirement Income
Security Act, the Worker Adjustment and Retraining Notification Act, the Older Workers Benefit
Protection Act, the Family and Medical Leave Act, the Rehabilitation Act of 1973, Executive Order
11246 and any other executive order, the Uniform Services Employment and Reemployment Rights Act,
the Immigration Reform Control Act, the California Family Rights Act, and the California Fair
Employment and Housing Act, all as amended.



     It is expressly understood by Executive that among the various rights and claims being waived
in this release are those arising under the Age Discrimination in Employment Act of 1967, and that
this waiver and release is knowing and voluntary. Executive understands that rights or claims
under this law that may arise after the date this Agreement is executed by him



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are not waived. Executive acknowledges that the consideration given for this waiver and
release is in addition to anything of value to which Executive was already entitled.




     (c) Executive understands and agrees that if, hereafter, Executive discovers facts different
from or in addition to those which Executive now knows or believes to be true, that the waivers and
releases of this Agreement shall be and remain effective in all respects notwithstanding such
different or additional facts or the discovery of such fact. Executive further agrees that
Executive fully and forever waives any and all rights and benefits that may be conferred upon
Executive by the provisions of Section 1542 of the Civil Code of the State of California, or any
other similar federal, state, or local law, which states as follows:




“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”



     (d) Notwithstanding the above, Executive and the Company do not intend to release claims that
Executive may not release as a matter of law, including, but not limited to, the Company’s
obligations, if any, to indemnify Executive pursuant to this Agreement and/or the Company’s Bylaws.



     (e) The provisions of this Section 5 shall survive the termination or expiration of this
Agreement for any reason.



     6. Cooperation. Executive agrees, upon reasonable request of the Company, to
cooperate with and provide reasonable assistance to the Company in connection with any claims,
lawsuits, investigations, or proceedings that may be anticipated or threatened arising out of
matters within Executive’s knowledge. Such cooperation and assistance shall include providing true
and accurate information or documents or testimony as may be reasonably requested by the Company.
Executive shall be entitled to reimbursement for Expenses incurred in so cooperating. In the event
the Executive is made aware of any issue or matter or proceeding related to the Company and is
asked by a third party to provide information related to the Company, Executive to the extent
permitted by applicable law will notify the Company in order to give the Company a reasonable
opportunity to respond and/or participate in such issue or matter or proceeding; provided, however,
that nothing in this Agreement shall limit, restrict or interfere with Executive exercising his
legal rights nor shall compliance with law including responding to a subpoena or other process be
considered a violation of this provision.



     7. Employment Agreements. Executive acknowledges and agrees that the Executive
Employment and Non-Compete Agreement, dated August 13, 2002 (the “Employment Agreement”), is hereby
terminated and is no longer in effect. Executive further acknowledges and agrees that any
Management Retention Agreement entered into by and between Executive and Company is hereby
terminated. Executive and the Company agree to simultaneously execute a Consultant Agreement.
There are no other agreements between Executive and Company.



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     8. No Solicitation. Executive agrees that until April 30, 2010, Executive will not,
on Executive’s own behalf, or on behalf of any other person or entity, directly or indirectly,
solicit, or attempt to solicit, any employee of the Company, including any subsidiary, to leave or
terminate his or her employment, or to work for any other person or entity.



     9. Legal Fees. The Company agrees to pay on behalf of Executive any legal fees
incurred in the negotiation of this Agreement, to a maximum of $35,000.00.



     10. Confidentiality. Executive shall not directly or indirectly use or disclose any
trade secret, proprietary or confidential information of the Company, or any subsidiary, for the
benefit of any person or entity other than the Company without prior written approval of the
Company’s Chief Executive Officer. For purposes of this Agreement, in addition to all materials
and information protected by applicable statute or law, the parties acknowledge that confidential
information shall include any information relating to the Company or any subsidiary, whether in
print, on computer disc or tape or otherwise, which is non-public information not generally known
by individuals outside the Company or any subsidiary, including, but not limited to, information
relating to research, development, technology, and/or processes; marketing, purchasing, sales,
and/or servicing information, techniques, plans, proposals or reports; all financial information,
reports and statements; information relating to sales and other financial strategies, plans and/or
goals; information relating to proprietary rights and data, ideas, know-how, inventions, and/or
trade secrets; information regarding current or potential clients or customers, client or customer
lists and other client or customer information; information regarding active and inactive accounts
of the Company or any subsidiary; information relating to vendors, licensors or licensees of the
Company or any subsidiary; information provided by a client or vendor; personnel or employee
information; and information relating to the Company’s or any subsidiary’s methods of operation.



     11. Return of Property. Other than that Company information which is necessary for
Executive to retain to perform the Services under the Consultant Agreement, such as his laptop
computer, Executive confirms that he has delivered to the Company, or will deliver prior to the
Termination Date, 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.



     12. Indemnification.



     (a) General.




     (i) For purposes of this Section 12, “Proceeding” means any threatened, pending or
completed suit, action or proceeding, whether civil, criminal, administrative or
investigative.




     (ii) As used in this Agreement, the term “Expenses” shall include, without limitation,
damages, losses, judgments, liabilities, fines, penalties, settlements, and costs,



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attorneys’ fees, accountants’ fees, and disbursements and costs of attachment or
similar bonds, and any expenses of establishing a right to indemnification under this
Agreement.



     (b) The Company agrees that if Executive is a party, is made a party or is threatened to be
made a party to any Proceeding brought by a third party (excluding any derivative action brought on
behalf of or in the right of the Company) or any governmental agency or body, by reason of the fact
that Executive is or was an employee, director or officer of the Company or any Affiliated Entity
or is or was serving at the request of the Company or any Affiliated Entity as a trustee, director,
officer, member, employee or agent of another corporation or a partnership, joint venture, trust or
other enterprise, including, without limitation, service with respect to employee benefit plans,
whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee,
director, officer, member, employee or agent while serving as a trustee, director, officer, member,
employee or agent, Executive shall be indemnified and held harmless by the Company, against all
Expenses incurred or suffered by Executive in connection with such Proceeding.



     (c) The Company agrees that if Executive is a party, is made a party or is threatened to be
made a party to any proceeding brought by the Company, an Affiliated Entity, the Board of Directors
of the Company or any committee of the Board of Directors of the Company (including any derivative
action brought on behalf of or in the right of the Company), by reason of the fact that Executive
is or was an employee, director or officer the Company or any Affiliated Entity or is or was
serving at the request of the Company or any Affiliated Entity as a trustee, director, officer,
member, employee or agent of another corporation or a partnership, joint venture, trust or other
enterprise, including without, limitation, service with respect to employee benefit plans, whether
or not the basis of such Proceeding is alleged action in an official capacity as a trustee,
director, officer, member, employee or agent while serving as a trustee, director, officer, member,
employee or agent, Executive shall be indemnified and held harmless by the Company, against all
Defense Expenses incurred or suffered by Executive in connection with such Proceeding. For
purposes of this Section 12(c), Defense Expenses shall mean reasonable fees, expenses, and costs of
attorneys and accountants in defending himself against any such Proceeding, but shall not include
the amount of any damages, losses, liabilities, fines, penalties, or settlements incurred by
Executive in connection with any such Proceeding.



     (d) The indemnification and other provisions of this Section 12 shall continue as to Executive
even if Executive has ceased to be an officer, director, trustee or agent, or is no longer employed
by the Company and shall inure to the benefit of his heirs, executors and administrators.
Executive shall be free to select professional counsel of his choice should he continue to be or be
made a party to an actual or threatened Proceeding as contemplated herein.



     (e) Advances of Expenses and/or Defense Expenses. Expenses or Defense Expenses, as
applicable, incurred by Executive in connection with any Proceeding shall be paid by the Company in
advance upon request of Executive that the Company pay such Expenses or Defense Expenses, as
applicable; but, only in the event that Executive shall have delivered in writing to the Company
(i) an undertaking to repay such amount to the Company if it is ultimately determined by final
determination of a court of competent jurisdiction, all appeals having been exhausted or waived,
that Executive is not entitled to be so indemnified, and (ii) a representation



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that, with respect to the matter that is the subject of the Proceeding, Executive acted in
good faith and in a manner that Executive reasonably believed was in the best interest of the
Company and, if the Proceeding is a criminal proceeding, that Executive had no reasonable cause to
believe that his conduct was unlawful.




     (f) Notice of Claim. Executive shall give to the Company written notice of any claim made
against him for which indemnification will or could be sought under this Agreement promptly after
Executive receives notice that a claim may exist. In addition, Executive shall give the Company
such information and cooperation as it may reasonably require and as shall be within Executive’s
power and at such times and places as are reasonably convenient for Executive.



     (g) Defense of Claim. With respect to any action or suit as to which Executive promptly
notifies the Company in writing of the commencement thereof:




     (i) The Company will be entitled to participate therein at its own expense; and




     (ii) Except as otherwise provided below, subject to Executive’s written agreement,
which shall not be unreasonably withheld, the Company will be entitled to assume the defense
thereof, with counsel reasonably satisfactory to Executive, which in the Company’s sole
discretion may be regular counsel to the Company and may be counsel to other officers and
directors of the Company or any Affiliated Entities. Executive also shall have the right to
employ his own counsel in such action or suit if he reasonably concludes that failure to do
so would involve a conflict of interest between the Company and Executive, and under such
circumstances the fees and expenses of such counsel shall be an Expense or Defense Expense,
as applicable, under this indemnification; and



     (h) Settlement of Claim. With respect to any Proceeding as to which Executive promptly
notifies the Company in writing of the commencement thereof, the Company shall not be liable to
indemnify Executive under this Agreement for any amounts paid in settlement of any Proceeding
effected without its written consent. The Company shall not settle any Proceeding in any manner
which would impose any penalty or limitation on Executive without Executive’s written consent.
Neither the Company nor Executive will unreasonably withhold or delay their consent to any proposed
settlement.



     (i) Non-exclusivity. The right to indemnification and the payment of Expenses or Defense
Expenses, as applicable, incurred in defending a Proceeding in advance of its final disposition
conferred in this Section 12 shall not be exclusive of any other right which Executive may have or
hereafter may acquire under any statute, provision of the declaration of trust or certificate of
incorporation or by-laws of the Company or any Affiliated Entities, agreement, policies of
insurance, vote of shareholders or disinterested directors or trustees or otherwise.



     (j) Survival and No Conditions Precedent. This Section 12 and the indemnification provisions
herein is not subject to the release contained in Section 5 hereof, and shall survive



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termination of this Agreement. Payment is not a condition precedent to the indemnification
provisions of this Section 12.




     13. Governing Law. 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.



     14. Filing of this Agreement. Executive and the Company both acknowledge that the
disclosure rules promulgated by the United States Securities & Exchange Commission require that
this Agreement be publicly disclosed. The Company undertakes the obligation to file this Agreement
within the time required by law.



     15. Further Actions.



          (a) To the fullest extent permitted by law, Executive, for himself, and his heirs, executors,
administrators, assigns and successors, covenants not to sue or otherwise institute or cause to be
instituted or in any way actively participate in or voluntarily assist in (except at the Company’s
request or as provided by law) the prosecution of any legal or administrative proceedings against
the Company and/or any of the Related Entities with respect to any matter arising out of or
relating to any liabilities, claims, demands, contracts, debts, obligations and causes of action
released hereunder. Furthermore, Executive represents that he currently has no lawsuits, claims,
or actions pending in his name, or on behalf of any other person or entity, against the Company or
any of the Related Entities.




          (b) Nothing in this Agreement shall prohibit Executive from filing a charge or complaint with
a governmental agency such as, but not limited to, the Equal Employment Opportunity Commission, the
National Labor Relations Board, the Department of Labor, the California Department of Fair
Employment and Housing, or other applicable state agency. However, Executive acknowledges that by
this Agreement he waives any ability to further collect, directly or indirectly, any monetary or
non-monetary award based on any conduct or omissions against the Company or any of the Related
Entities.




          (c) Nothing in this Agreement shall prohibit or impair Executive or the Company from complying
with all applicable laws, nor shall this Agreement be construed to obligate either Party to commit
(or aid or abet in the commission of) any unlawful act.




     16. No Admission of Liability. Executive and the Company both acknowledge and agree
that this is a compromise settlement of the hereinabove mentioned dealings and disputes, which is
not in any respect to be deemed, construed, or treated as an admission or a concession of any
liability or wrongdoing whatsoever by either party for any purpose whatsoever.



     17. Non-Disparagement. Executive and the Company agree that, except as may be
required by law or court order, neither Party will, directly or indirectly, make any statement,
oral



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or written, or perform any act or omission, which is or could be detrimental, disparaging, or
defamatory in any material respect to the reputation or goodwill of the other Party or the other
Party’s Related Entities. The Parties agree that truthful statements made in connection with legal
proceedings will not violate this provision.




     18. Severability. 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.



     19. Entire Agreement. This Agreement, together with the Consultant 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. This Agreement shall inure to the benefit of the
executors, administrators, heirs, successors and assigns of the Parties hereto. In the event of
the death of Executive prior to December 31, 2008, the Company will make the payments to Executive
called for in this Agreement to the Executive’s estate, as if this Agreement had been fully
performed by Executive. The terms of this Agreement may only be modified by a written instrument
signed by Executive and an authorized officer of the Company.



     20. Execution. For this Agreement to be effective, Executive must sign and date it on
the last page hereof, and return the executed original to the undersigned representative of the
Company, no later than the close of business on the date twenty-one (21) days after the Agreement
Date, or this Agreement will be deemed rescinded by the Company, and thereafter void for all
purposes.



     21. Rescission Period. Executive understands that he has a full seven (7) days
following his execution and delivery of this Agreement to the Company to revoke his consent to this
Agreement by notifying the undersigned representative of the Company, of such revocation, in
writing, within that seven (7) day period. This Agreement shall not be effective or enforceable
until the seven (7) day revocation period has expired (the “Effective Date”) and, notwithstanding
any other provision of this Agreement, no payments shall be made pursuant to this Agreement until
after the Effective Date. In the event that Executive revokes this Agreement prior to the
Effective Date, the Agreement shall be deemed void and neither party shall have any obligation
hereunder, including the Company’s obligation to pay the amounts described herein.



     22. Notices. 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:



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	 	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






[Remainder of Page Intentionally Left Blank]





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     23. Opportunity to Consult Counsel. Executive hereby acknowledges that he has read and
understands the foregoing Agreement and is being given the opportunity to consider this Agreement
for up to a full twenty-one (21) days from his receipt of this Agreement. Executive is advised to
consult with an attorney of his own choosing before signing this Agreement. Executive may execute
this Agreement at any time prior to the expiration of the twenty-one (21) day period and that if he
does so, he does so voluntarily, without any threat or coercion from anyone, knowing that he is
waiving his statutory right to consider this Agreement for a full twenty-one (21) days.



BY SIGNING AND DELIVERING THIS AGREEMENT, EXECUTIVE STATES:




     a. HE HAS READ IT AND UNDERSTANDS IT AND HAS AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER IT AND
A PERIOD OF SEVEN (7) DAYS AFTER EXECUTING IT TO REVOKE IT;



     b. HE AGREES WITH IT AND IS AWARE THAT HE IS GIVING UP IMPORTANT RIGHTS, INCLUDING RIGHTS
PROVIDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT, FOR CONSIDERATION TO WHICH HE WAS NOT ALREADY
OTHERWISE ENTITLED;



     c. HE WAS ADVISED TO, AND IS AWARE OF HIS RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT;
AND



     d. HE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY.



     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date affixed to their
signatures below.



	 	 	 	 	 	 
	EXECUTIVE:

		BELL MICROPRODUCTS INC.	 	 
	 
		 	 	 	 
	/s/ James E. Illson
 

JAMES E. ILLSON

		By: 	 /s/ Richard J. Jacquet
 

RICHARD J. JACQUET

Senior Vice President, Human Resources
	 	 
	 
		 	 	 	 
	Dated: June 4, 2008

		Dated: June 3, 2008	 	 






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Exhibit A




	 	 	 	 	 
	 

	 	FINANCE4- AWARDS UPDATED- ISO TO NQ
	 	 
	Personnel
Grant Status

	 	ID: 94-3057566 
1941 RINGWOOD AVENUE
	 	 
	 

	 	SAN JOSE, CA 95131
	 	 






AS OF 4/28/2008




JAMES ILLSON




AWARDS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Next Deferral
	Number	 	Date	 	Plan	 	Type	 	Granted	 	Price	 	Released	 	Vested	 	Cancelled	 	Unvested	 	Deferred	 	Release Date
	RS001014
	 	 	8/9/2004	 	 	 	98	 	 	RSU	 	 	40,000.00	 	 	$	0.0000	 	 	 	30,000.00	 	 	 	30,000.00	 	 	 	0.00	 	 	 	10,000.00	 	 	 	0.00	 	 	 	 	 
	RS001058
	 	 	5/17/2005	 	 	 	98	 	 	RSU	 	 	50,000.00	 	 	$	0.0000	 	 	 	25,000.00	 	 	 	25,000.00	 	 	 	0.00	 	 	 	25,000.00	 	 	 	0.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	90,000.00	 	 	 	 	 	 	 	55,000.00	 	 	 	55,000.00	 	 	 	0.00	 	 	 	35,000.00	 	 	 	0.00	 	 	 	 	 





STOCK
OPTIONS





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number	 	Date	 	Plan	 	Type	 	Granted	 	Price	 	Exercised	 	Vested	 	Cancelled	 	Unvested	 	Outstanding	 	Exercisable
	00000700
	 	 	8/13/2002	 	 	 	2000	 	 	NQ	 	 	250,000.00	 	 	$	3.9000	 	 	 	18,000.00	 	 	 	250,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	232,000.00	 	 	 	0.00	 
	00000739
	 	 	5/22/2003	 	 	 	98	 	 	ISO	 	 	50,000.00	 	 	$	4.1200	 	 	 	0.00	 	 	 	50,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	50,000.00	 	 	 	0.00	 
	00000977
	 	 	2/19/2004	 	 	 	98	 	 	NQ	 	 	25,000.00	 	 	$	10.0000	 	 	 	0.00	 	 	 	25,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	25,000.00	 	 	 	0.00	 
	00001012
	 	 	8/9/2004	 	 	 	98	 	 	ISO	 	 	36,476.00	 	 	$	6.7300	 	 	 	0.00	 	 	 	21,618.00	 	 	 	0.00	 	 	 	14,858.00	 	 	 	36,476.00	 	 	 	0.00	 
	00001013
	 	 	8/9/2004	 	 	 	98	 	 	NQ	 	 	23,524.00	 	 	$	6.7300	 	 	 	0.00	 	 	 	23,382.00	 	 	 	0.00	 	 	 	142.00	 	 	 	23,524.00	 	 	 	0.00	 
	00001067
	 	 	8/3/2005	 	 	 	98	 	 	NQ	 	 	16,000.00	 	 	$	10.2800	 	 	 	0.00	 	 	 	16,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	16,000.00	 	 	 	0.00	 
	00001105
	 	 	3/21/2006	 	 	 	98	 	 	NQ	 	 	25,000.00	 	 	$	6.3200	 	 	 	0.00	 	 	 	12,500.00	 	 	 	0.00	 	 	 	12,500.00	 	 	 	25,000.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	426,000.00	 	 	 	 	 	 	 	18,000.00	 	 	 	398,500.00	 	 	 	0.00	 	 	 	27,500.00	 	 	 	408,000.00	 	 	 	0.00	 






Information Currently on File




	 	 	 	 	 	 	 	 	 
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