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Exhibit 10.27    
  


 
 

EXECUTIVE EMPLOYMENT AGREEMENT    
  


        This EMPLOYMENT AGREEMENT ("Agreement") is executed as of the 28th day of March 2002, by and between KEVIN B. SCHATZLE, an individual
("Employee"), EN POINTE TECHNOLOGIES SALES, INC., a Delaware corporation (the "Company"), with reference to the following facts: 



        A.    Employee
is an individual possessing unique management and executive talents of value to the Company. 


        B.    The
Company desires to engage Employee as the Senior Vice President of Sales of the Company, and Employee desires to accept such employment, all on the terms and
conditions set forth in this Agreement. 


 
 

AGREEMENT    
  


        In consideration of the foregoing recitals and of the covenants and agreements herein, the parties agree as follows: 



        1.    Term.    The Company hereby engages Employee to perform his duties and render the services set forth in
Section 2 for a period commencing on March 18, 2002 (the "Hire Date") and ending on March 17, 2003, (the "Employment Period") and Employee hereby accepts said employment and
agrees to perform such services during the Employment Period. Unless this Agreement is terminated pursuant to Section 4 or unless either party gives the other written notice to the contrary
prior to expiration date,
this Agreement, together with any changes which have occurred during the employment period then expiring, shall automatically renew at the end of the Employment Period on a
month-to-month basis. 


        2.    Duties.    



        2.1.    Senior Vice President of Sales:    Performing executive work of importance to the Company, with the primary
focus being the profitable management and profitable growth of the Company. During the Employment Period, Employee shall devote his full business time and attention to performing his duties as Senior
Vice President of Sales of the Company. He shall: 1) continue to build and supervise sales teams to profitably sell the company's products and services to customers of the Company;
2) manage the overall direction, coordination, and evaluation of the Company's sales teams to achieve or exceed both the gross margin and gross revenue targets of the Company; 3) assist
the Chief Executive Officer in formulating and administering Company policies; 4) obtain profitable sales at the branches (including the headquarters branch) and virtual branches through
supervision and direction of sales management; 5) review and analyze the activities, costs, operations of the branches (including the headquarters branch) and virtual branches to define and to
track their progress toward achieving their goals and objectives; 6) carry out supervisory responsibilities in accordance with Company policies, and applicable laws; 7) interview, hire
and train sales managers and staff; 8) plan, assign and direct the work of sales managers and staff, appraise their performance, reward and discipline them, and address their complaints;
9) open new branches as necessary; 10) submit all required documentation in a timely manner. The above description of duties in non-exhaustive. Employee shall work out of the
Company's headquarters and shall report to a manager designated by the Company's Chief Executive Officer ("CEO"). 


        2.2.  Employee
recognizes that the Board of Directors of the Company may be required under its fiduciary duty to the Company and to its stockholders to eliminate the position
of Senior Vice President-Sales of this Company or to appoint a different person as such officer of this Company. 



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The parties agree however, that any such elimination or replacement of Employee by the Company, other than pursuant to Section 4 or Section 7.1 or 7.2.1 or 7.3.1 hereof, shall
constitute a termination of Employee's employment hereunder by the Company without cause. 




        3.    Company Policies.    Employee will be subject to and agrees to adhere to all of Company's policies which are
generally applicable to En Pointe's employees, including but not limited to, all policies relating to standards of conduct, conflicts of interest and compliance with the Company's rules and
obligations. To the extent there is a conflict between the terms of a general Company policy and a term of this Agreement, the specific term of the Agreement shall govern. 


        4.    Change of Control.    Notwithstanding the terms of Section 2 above, if the Company or a significant
portion thereof is sold or merged or undergoes a change of control transaction (as defined in the form of Parent's Stock Option Agreement, a copy of which shall be made available upon Employee's
written request), this Agreement shall survive consummation of such transaction and shall continue in effect
for the remainder of the Employment Period, but Employee shall serve as an officer of the entity which succeeds to the business or a substantial portion of the business of the Company, and in such
case shall bear a suitable title and perform the duties and functions of such office of such publicly traded or privately held successor, consistent with those customarily performed by an officer of
such a unit, division or entity comparable to the then business of the Company, unit, division or entity. Employee may be required to accept greater or lesser responsibility by any successor, and
agrees to fully cooperate and assist in any resulting transition for up to the remainder of the Employment Period; and any adjustments required of Employee to complete the transition to any successor,
unit, division or entity, shall not violate this Agreement so long as "good reason" does not arise under Sections 8.2(iii). 


        5.    Conflict of Interest.    



        5.1.  Employee
agrees that during the course of his employment, he will not, directly or indirectly, compete with En Pointe Technologies in any way, nor will Employee act as
an officer, director, employee, consultant, shareholder, lender or agent of any entity which is engaged in any business in which En Pointe Technologies is now engaged or in which En Pointe
Technologies becomes engaged during the term of your employment. Any apparent conflict of interest must be disclosed to the En Pointe Technologies Vice President-Human Resources for evaluation either
at time of employment or at the time that a conflict becomes known or suspected. 


        5.2.  Employee
agrees that during the term of employment and for a period forever thereafter, Employee will not, directly or indirectly, compete unfairly or illegally with
the Company in any way, or usurp any Company opportunity in any way. "Unfair" or "illegal" competition prohibited under this Section 5 includes—but is not limited—to: 



        5.2.1.    Misleading
advertising, use of En Pointe's publicity in a misleading manner, interfering with the business of En Pointe Technologies, misuse of
confidential information belonging to En Pointe Technologies, and wrongful appropriation of any En Pointe Technologies trade secrets. 


        5.2.2.    Soliciting
En Pointe Technologies' clients, vendors or customers with confidential information obtained from En Pointe Technologies. 



        5.2.3.    Soliciting
clients, vendors or customers from any trade secret list of En Pointe Technologies customers. 


        5.2.4.    Breach
of an employment covenant not to use En Pointe's trade secrets to compete. 


        5.2.5.    Use
of deceptive or unfair methods to induce En Pointe Technologies' employees to leave. 




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        5.2.6.    Divulging
confidential matters or trade secrets to a competitor—or others—after termination of employment. 




        5.3.  Employee
further agrees that during the term of employment and for a period of six (6) months thereafter, he shall not: 



        5.3.1.    Lawfully
compete with En Pointe Technologies in the state in which he was employed. 



        5.3.2.    Contact,
solicit or cause to be contacted or solicited, by telephone, fax, letter, visit, mailer or any other communication medium, any client of En
Pointe Technologies with which Employee had contact during his employment. 




        5.4.  Employee
also agrees that during the term of employment and for a period of six (6) months thereafter, Employee will not, directly or indirectly, whether on his
own behalf or on behalf of another: 



        5.4.1.    Offer
employment or a consulting agreement to any Company employee. 


        5.4.2.    Actually
employ or grant a consulting assignment to a Company employee. 


        5.4.3.    Contact
or solicit any of Company's clients to do business with any other entity other than the Company. 





        6.    Compensation.    As compensation for his services to be performed hereunder, the Company shall provide Employee
with the following compensation and benefits: 



        6.1.    Base Salary.    Employee's base salary shall be $150,000.00 per year, paid semi-monthly and in
accordance with such Company payroll practices as are in effect from time to time, and subject to such withholding as is required by law. 



        6.1.1.    As
used in this Agreement, "pre-tax net income" shall mean positive pre-tax income of the Company (after including the accrued
cost of any bonuses paid to Company executives under this Section 6). 




        6.2.    Bonus.    Employee shall be eligible for quarterly bonus at the sole discretion of the Company's CEO and Board
of Directors. Any quarterly bonus considered under this Agreement shall be further subject to the condition that the Company's cumulative pre-tax net income (as defined in
Section 6.1.1 above) is positive at time of bonus consideration. The CEO may elect to waive the aforementioned profitability requirement for bonus in any given quarter; however, any such waiver
shall be in writing and further subject to Section 10.4 of this Agreement. If any bonus is declared or paid, it shall be subject to such withholding as is required by law. 



        6.3.    Benefits.    



        6.3.1.    Vacation.    Employee shall be entitled to vacation time as he has accrued each pay period since his date of
hire, less any vacation taken, at the rate of 6.67 hours accrued per pay period (24 pay periods per year), subject to a 160 hour per year maximum accrual per year. In the event Employee
does not use such vacation, he shall receive, upon termination of the Employment Period, vacation pay for all unused vacation calculated as having accrued at the applicable base salary at time of
termination. However, Employee shall endeavor to take vacation time in the year in which it is allocated to him. 


        6.3.2.    Business Expenses.    The Company shall reimburse Employee for all reasonable business expenses incurred by
Employee in the course of performing services for the Company and in compliance with procedures established from time to time by the Company. 




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        6.3.3.    Other Benefits.    Company shall provide Employee with other such employment benefits—such as
401(k) participation, medical insurance and disability insurance—on the terms and to the extent generally provided by the Company to its employees. 


        6.3.4.    Stock Options.    Although no stock options are offered or granted under this Agreement, it does not alter
or negate any Stock Option provisions made in prior agreements between this Employee and the Company. 


        6.3.5.    Other Persons.    The parties understand that other officers and employees may be afforded payments and
benefits and employment agreements which differ from those of Employee in this Agreement; but Employee's compensation and benefits shall be governed solely by the terms of this Agreement, which shall
supersede all prior understandings or agreements between the parties concerning terms and benefits of employment of Employee with the Company. Other officers or employees shall not become entitled to
any benefits under this Agreement. 





        7.    Termination.    



        7.1.    Termination by Reason of Death or Disability.    The Employment Period shall terminate upon the death or
permanent disability (as defined below) of Employee. 


        7.2.    Termination by Company.    



        7.2.1.    The
Company may terminate the Employment Period for "cause" by written notice to Employee. 


        7.2.2.    The
Company may terminate the Employment Period for any other reason, with or without cause, by written notice to Employee. 




        7.3.    Termination by Employee.    



        7.3.1.    Employee
may terminate the Employment Period for "good reason" at any time by written notice to the Company. 


        7.3.2.    Employee
may terminate the Employment Period for any other reason by written notice to the Company. 





        8.    Certain Definitions.    For purposes of this Agreement: 



        8.1.  The
term "cause" shall mean those acts identified in Section 2924 of the California Labor Code, as that section exists on the date of this Agreement, to wit, any
willful breach of duty by the Employee in the course of his employment, or in case of his habitual neglect of his duty or continued incapacity to perform it. 


        8.2.  The
term "good reason" shall mean the occurrence of one or more of the following events without the Employee's express written consent; (i) removal of Employee
from the position and responsibilities as set forth under Section 2 above; (ii) a material reduction by the Company in the kind or level of employee benefits to which Employee is
entitled immediately prior to such reduction with the result that Employee's overall benefit package is significantly reduced; or, (iii) any material breach by the Company of any material
provision of this Agreement which continues uncured for thirty (30) days following written notice thereof. 


        8.3.  The
term "permanent disability" shall mean Employee's incapacity due to physical or mental illness, which results in Employee being absent from the performance of his
duties with the Company on a full-time basis for a period of six (6) consecutive months. The existence or cessation of a physical or mental illness which renders Employee absent
from the performance of his duties on a full-time basis shall, if disputed by the Company or Employee, be conclusively determined by written opinions rendered by two qualified physicians,
one selected by Employee and one selected 



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by the Company. During the period of absence, but not beyond the expiration of the Employment Period, Employee shall be deemed to be on an unpaid disability leave of absence. During the period of
such disability leave of absence, the Board of Directors may designate an interim officer with the same title and responsibilities of Employee on such terms as it deems proper. 




        9.    Employee Benefit Plans.    Any employee benefit plans in which Employee may participate pursuant to the terms of
this Agreement shall be governed solely by the terms of the underlying plan documents and by applicable law, and nothing in this Agreement shall impair the Company's right to amend, modify, replace,
and terminate any and all such plans in its sole discretion as provided by law. This Agreement is for the sole benefit of Employee and the Company, and is not intended to create an employee benefit
plan or to modify the terms of any of the Company's existing plans. 


        10.    Miscellaneous.    



        10.1.    Arbitration/Governing Law.    To the fullest extent permitted by law, any dispute, claim or controversy of
any kind (including but not limited to tort, contract and statute) arising under, in connection with, or relating to this Agreement or Employee's employment, shall be resolved exclusively by binding
arbitration in Los Angeles County, California in accordance with the commercial rules of the American Arbitration Association then in effect. The Company and Employee agree to waive any objection to
personal jurisdiction or venue in any forum located in Los Angeles County, California. No claim, lawsuit or action of any kind may be filed by either party to this Agreement except to compel
arbitration or to enforce an arbitration award; arbitration is the exclusive dispute resolution mechanism between the parties hereto. Judgment may be entered on the arbitrator's award in any court
having Jurisdiction. The validity, interpretation, effect and enforcement of this Agreement shall be governed by the laws of the State of California. 


        10.2.    Assignment.    This Agreement shall inure to the benefit of and shall be binding upon the successors and the
assigns of the Company, and all such successors and assigns shall specifically assume this Agreement. Since this Agreement is based upon the unique abilities of, and the Company's personal confidence
in Employee, Employee shall have no right to assign this Agreement or any of his rights hereunder without the prior written consent of the Company. 


        10.3.    Severability.    If any provision of this Agreement shall be found invalid, such findings shall not affect
the validity of the other provisions hereof and the invalid provisions shall be deemed to have been severed herefrom. 



        10.4.    Waiver of Breach.    The waiver by any party of the breach of any provision of this Agreement by the other
party or the failure of any party to exercise any right granted to it hereunder shall not operate or be construed as the waiver of any subsequent breach by such other party nor the waiver of the right
to exercise any such right. 


        10.5.    Entire Agreement.    This Agreement, together with the plans referred to in Section 5, contains the
entire agreement of the parties, and supersede any and all agreements, wither oral or written, between the parties hereto with respect to any employment by En Pointe Technologies in any manner
whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. This Agreement may not be changed orally but only by
an agreement in writing signed by the parties. 


        10.6.    Notices.    Any notice required or permitted to be given hereunder shall be in writing and may be personally
served or sent by United States mail, and shall be deemed to have been given when personally served or two days after having been deposited in the United States mail, registered or certified mail,
return receipt requested, with first-class postage prepaid and properly 



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addressed as follows. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is given as provided in this Section 10.6) shall be as follows: 



	 	 	If to Employee:	 	Kevin B. Schatzle

2909 Via Rivera

Palos Verdes Estates, CA 90274
	

 	
 	

If to the Company:	
 	

En Pointe Technologies, Inc.

100 N. Sepulveda Blvd., 19th Floor

El Segundo, CA 90245

Attention: VP-HR





        10.7.    Headings.    The paragraph and subparagraph headings herein are for convenience only and shall not affect the
construction hereof. 


        10.8.    Further Assurances.    Each of the parties hereto shall, from time to time, and without charge to the other
parties, take such additional actions and execute, deliver and file such additional instruments as may be reasonably required to give effect to the transactions contemplated hereby. 



        10.9.    Counterparts.    This Agreement may be executed simultaneously in any number of counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same instrument. 


        10.10.    Separate Counsel.    The Company has been represented by counsel in the negotiation and execution of this
Agreement and has relied on such counsel with respect to any matter relating hereto. The Employee has been invited to have his own counsel review and negotiate this Agreement and Employee has either
obtained his own counsel or has elected not to obtain counsel. 




        IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year first above written. 



	"Employee"
 
	 	For "Company"

EN POINTE TECHNOLOGIES SALES, INC.

	
Name (Print):	
 	

Kevin B. Schatzle	
 	

Robert D. Chilman
	
Signature:	
 	

 	
 	

 
	
Title:	
 	

Senior Vice President—Sales	
 	

Vice President—Human Resources




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Exhibit 10.27

EXECUTIVE EMPLOYMENT AGREEMENT

AGREEMENT