3rd Amendment to Employment Agreement



 
Exhibit 10.1

 
THIRD AMENDMENT TO EMPLOYMENT
AGREEMENT 
 
This THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT (the “Third Amendment”), is effective as of the 28th day of February, 2003, by and between CellStar Ltd. (the “Employer”), CellStar Corporation, a Delaware corporation and parent company of
Employer (“Parent”), and Robert Kaiser (the “Employee”). 
 
WHEREAS, the parties hereto are parties to that one certain Employment Agreement effective as of December 12, 2001, as amended by that one certain First Amendment to Employment Agreement effective as
of April 2, 2002, and that certain Second Amendment to Employment Agreement effective as of September 10, 2002 (such Employment Agreement, First Amendment and Second Amendment being hereinafter collectively referred to as the “Employment
Agreement”); and 
 
WHEREAS, under the
terms of the Employment Agreement, the Employer has agreed to consider Employee for the position of President of the Company’s North American Region; and 
 
WHEREAS, the Employment Agreement further provides that Employer will pay to Employee the amount of $500,000 in the event Employee has not
been named as Senior Vice President of the Parent and President of the Employer’s North American Region on or before March 1, 2003; and 
 
WHEREAS, the Company is actively engaged in a search for a replacement for Mr. Kaiser in the role of Chief Financial Officer and Mr.
Kaiser is assisting the Company in such search; and 
 
WHEREAS, the parties recognize that Mr. Kaiser’s continued service in the role of Chief Financial Officer is essential until a suitable replacement can be found; and 
 
WHEREAS, the Company has requested that Mr. Kaiser extend the date set forth in Section 1.3(a) of the
Employment Agreement until May 1, 2003; and 
 
WHEREAS, the parties have agreed to further amend the Employment Agreement as set forth herein. 
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

 
1. Section 1.3(a) of the Employment Agreement is
hereby amended and restated as follows: 
 

	 	(a)	 	Position. During the Term, the Employee shall serve as Senior Vice President and Chief Financial Officer of Employer, with authority, duties and
responsibilities consistent with such position, and shall perform such 









	 	    	 	other services for Employer, Parent and their affiliated entities consistent with such position as may be reasonably assigned to him from time to time by the Chief
Executive Officer and/or the boards of directors of Employer and/or Parent. It is specifically understood that, over time, Employee desires to assume greater responsibility for business operations, particularly in the Employer’s North American
Region. In this regard, Employee has agreed to serve as Senior Vice President and Chief Financial Officer of Employer so long as Employer agrees to consider Employee for the position of President of the Company’s North American Region. To
demonstrate its willingness to do so, Employer agrees to pay to Employee the amount of $500,000 in the event Employee has not been named as Senior Vice President of the Parent and President of the Employer’s North American Region on or before
May 1, 2003; provided, however, that the parties may extend such period for an additional ninety (90) days by mutual written agreement. During the Term, Employee shall, if so elected or appointed, also accept election or appointment, and serve, as
an officer and/or director of Employer or any of its affiliated entities and perform the duties appropriate thereto, without additional compensation other than as set forth herein. Employee’s actions hereunder shall at all times be subject to
the direction of the Chief Executive Officer and the boards of directors of Employer and Parent. 

 
2. The terms and provisions set forth in this Third Amendment shall modify and supersede all inconsistent terms and provisions set forth
in the Employment Agreement and except as expressly modified and superseded by this Third Amendment, the terms and provisions of the Employment Agreement are ratified and confirms and shall continue in full force and effect. 
 
3. This Third Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. 
 
4. This Third Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to
principles of conflict of laws. 
 
[The remainder
of this page intentionally left blank; signature page follows.] 
 

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IN WITNESS
WHEREOF, the Employer and Parent have caused this Third Amendment to be executed by their officer/general partner thereunto duly authorized, and Employee has signed this Third Amendment, as of the date first set forth above. 
 

	 CELLSTAR LTD.
 By:   National Auto Center, Inc.
          General Partner

	
	 By:
	 	 /s/    Terry S.
Parker        


	 	 	 Terry S. Parker
 Chief Executive Officer

	
	 
	
	 CELLSTAR CORPORATION

	
	 By:
	 	 /s/    Terry S.
Parker        


	 	 	 Terry S. Parker
 Chief Executive Officer

	
	 
	
	 /s/    Robert Kaiser
        


	 Robert Kaiser



 

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