<PAGE>   1


                                                                   EXHIBIT 10.32

                            BELL MICROPRODUCTS, INC.

                         MANAGEMENT RETENTION AGREEMENT

         This Management Retention Agreement (the "Agreement") is made and
entered into by and between Phil Roussey (the "Employee") and Bell
Microproducts, Inc. (the "Company"), effective as of the latest date set forth
by the signatures of the parties hereto below (the Effective Date).

                                    RECITALS

         A. It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities. The Board has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

         B. The Board believes that it is in the best interests of the Company
and its stockholders to provide the Employee with an incentive to continue his
employment and to motivate the Employee to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.

         C. The Board believes that it is imperative to provide the Employee
with certain severance benefits upon Employee's termination of employment
following a Change of Control which provides the Employee with enhanced
financial security and provides incentive and encouragement to the Employee to
remain with the Company notwithstanding the possibility of a Change of Control.

         D. Certain capitalized terms used in the Agreement are defined in
Section 4 below.

         The parties hereto agree as follows:

         1. Term of Agreement. This Agreement shall terminate three years
following the Effective Date, unless and Change of Control has occurred at such
time, in which case this Agreement shall terminate upon the date that all
obligations of the parties hereto with respect to this Agreement have been
satisfied. This Agreement may be extended unilaterally by the Company by written
resolutions adopted by the Board prior to the termination of this Agreement.

         2. At-Will Employment. The Company and the Employee acknowledge that
the Employee's employment is and shall continue to at-will, as defined under
applicable law. If the Employee's employment terminates for any reason,
including (without limitation) any termination prior to a Change of Control, the
Employee shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in


<PAGE>   2


accordance with the Company's written employee plans or pursuant to other
written agreements with the Company.

         3.       Severance Benefits.

                  a. Termination Following a Change of Control. If the
         Employee's employment is terminated at any time within twelve (12)
         months following a Change of Control, then, subject to Section 4, the
         Employee shall be entitled to receive the following severance benefits:

                      (i) Involuntary Termination.  If the Employee's employment
                  is terminated as a result of Involuntary Termination other
                  than for Cause, then the Employee shall receive the following
                  severance benefits from the Company.

                                    (1) Severance Payment. A cash payment in an
                           amount equal to one hundred percent (100%) of the
                           Employee's Base Salary.

                                    (2) Continued Employment Benefits. One
                           hundred percent (100%) Company-paid health, dental
                           and life insurance coverage at the same level of
                           coverage as was provided to such employee immediately
                           prior to the Change of Control (the "Company-Paid
                           Coverage") under the Company's plans. Such coverage
                           shall be provided under either (at the Company's
                           discretion) (i) the Company's plans, or (ii) no less
                           favorable plans or arrangements secured by the
                           Company. If such coverage included the Employee's
                           dependents immediately prior to the Change of
                           Control, such dependents shall also be covered at
                           Company expense. Company-Paid Coverage shall continue
                           until earlier or (i) one year from the date of the
                           Change of Control, or (ii) the date that the Employee
                           and his dependents become covered under another
                           employer's group health, dental or life insurance
                           plans that provide Employee and his dependents with
                           comparable benefits and levels of coverage. For
                           purposes of Title X of the Consolidated Budget
                           Reconciliation Act of 1985 ("COBRA"), the date of the
                           "qualifying event" or Employee and his dependents
                           shall be the date upon which the Company-Paid
                           Coverage terminates.

                                    (3) Stock Option Accelerated Vesting. One
                           hundred percent (100%) of the unvested portion of any
                           stock option held by the Employees shall
                           automatically be accelerated in full so as to become
                           completely vested; provided, however, that if such
                           potential vesting acceleration would cause a
                           contemplated Change of Control transaction that was
                           intended to be accounted for as a
                           "pooling-of-interests" transaction to become
                           ineligible for such accounting treatment under
                           generally accepted accounting principles, as
                           determined by the Company's independent public
                           accountants (the "Accountants") prior to the Change
                           of Control, Employee's stock options and restricted
                           stock shall not have their vesting so accelerated.

                  b. Timing of Severance Payments. Any severance payment to
         which Employee is entitled under Section 3(a)(i) shall be paid by the
         Company to the Employee (or to the


                                       2
<PAGE>   3



         Employee's successors in interest, pursuant to Section 6(b)) in cash
         and in full, not later than thirty (30) calendar days following the
         Termination Date.

                  c. Voluntary Resignation: Termination for Cause. If the
         Employee's employment terminates by reason of the Employee's voluntary
         resignation (and is not an Involuntary Termination), or if the Employee
         is terminated for Cause, then the Employee shall not be entitled to
         receive severance or other benefits except for those (if any) as may
         then be established under the Company's then existing written employee
         plans or pursuant to other written agreements with the Company.

                  d. Disability: Death. If the Company terminates the Employee's
         employment as a result of the Employee's Disability, or such Employee's
         employment is terminated due to the death of the Employee, then the
         Employee shall not be entitled to receive severance or other benefits
         except for those (if any) as may then be established under the
         Company's then existing written employee plans or pursuant to other
         written agreements with the Company.

                  e. Termination Apart from Change of Control. In the event the
         Employee's employment is terminated for any reason, either prior to the
         occurrence of a Change of Control or after the twelve (12)-month period
         following a Change of Control, then the Employee shall be entitled to
         receive severance and any other benefits only as may then be pursuant
         to other agreements with the Company.

         4. Limitation on Payments. In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this
Section 4, would be subject to the excise tax imposed by Section 4999 of the
Code, then the Employee's severance benefits under Section 3(a)(i) shall be
reduced as to such lesser extent as would result in no portion of such severance
benefits being subject to excise tax under Section 4999 of the Code. Unless the
Company and the Employee otherwise agree in writing, any determination required
under this Section 4 shall be made in writing by the Company's independent
public accountants immediately prior to Change of Control (the "Accountants"),
whose determination shall be conclusive and binding upon the Employee and the
Company for all purposes. For purposes of making the calculations required by
this Section 4, the Accountants may make reasonable assumption and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and the Employee shall furnish to the Accountants such
information and documents as the Company shall bear all costs the Accountants
may reasonably incur in connection with any calculations contemplated by this
Section 4.

         5. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:

                  a. Base Salary. "Base Salary" means an amount equal to twelve
         (12) times Employee's monthly Company salary for the last full month
         preceding the Change in Control.

                  b. Cause. "Cause" shall mean (i) any act of personal
         dishonesty taken by the


                                       3
<PAGE>   4


         Employee in connection with his responsibilities as an employee and
         intended to result in substantial personal enrichment of the Employee,
         (ii) the conviction of a felony, or (iii) a willful act by the Employee
         which constitutes gross misconduct and which is injurious to the
         Company.

                  c. Change in Control. "Change in Control" means the occurrence
         of any of the following events:

                           (i) Any "person" (as such term is used in Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended) is or becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under said Act), directly or indirectly, of
                  securities of the Company representing 50% or more of the
                  total voting power represented by the Company's then
                  outstanding voting securities; or

                           (ii) A change in the composition of the Board
                  occurring within a two-year period, as a result of which fewer
                  than a majority of the directors are Incumbent Directors.
                  "Incumbent Directors" shall mean directors who either (a) are
                  directors of the Company as of the date hereof, or (b) are
                  elected, or nominated for election, to the Board with the
                  affirmative votes of at least a majority of the Incumbent
                  Directors at the time of such election or nomination (but
                  shall not include an individual whose election or nomination
                  is in connection with an actual or threatened proxy contest
                  relating to the election of directors to the Company); or

                           (iii) The stockholders of the Company approve a
                  merger or consolidation of the Company with any other
                  corporation, other than a merger or consolidation which would
                  result in the voting securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving entity) at least fifty percent
                  (50%) of the total voting power represented by the voting
                  securities of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation, or the
                  stockholders of the Company approve a plan of complete
                  liquidation of the Company or an agreement for the sale or
                  disposition by the Company of all or substantially all the
                  Company's assets.

                  d. Disability. "Disability" shall mean that the Employee has
         been unable to perform his Company duties as the result of his
         incapacity due to physical or mental illness, and such inability, at
         least 26 weeks after its commencement, is determined to be total and
         permanent by a physician selected by the Company or its insurers and
         acceptable to the Employee or the Employee's legal representative (such
         Agreement as to acceptability not to be unreasonably withheld).
         Termination resulting from Disability may only be effected after at
         least 30 days' written notice by the Company of its intention to
         terminate the Employee's employment. In the event that the Employee
         resumes the performance of substantially all of his duties hereunder
         before the termination of his employment becomes effective, the notice
         of intent to terminate shall automatically be deemed to have been
         revoked.

                  e. Involuntary Termination. "Involuntary Termination" shall
         mean (i) without the Employee's express written consent, the
         significant reduction of the Employee's duties,


                                       4
<PAGE>   5


         authority or responsibilities, relative to the Employee's duties,
         authority or responsibilities as in effect immediately prior to such
         reduction, or the assignment to Employee of such reduced duties,
         authority or responsibilities, (ii) without the Employee's express
         written consent, a substantial reduction, without good business
         reasons, of the facilities and perquisites (including office space and
         location) available to the Employee immediately prior to such
         reduction; (iii) a reduction by the Company in the base salary of the
         Employee as in effect immediately prior to such reduction unless part
         of a management-wide or company-wide cost-reduction program in which a
         majority of management or employees are affected; (iv) a material
         reduction by the Company in the kind of level of employee benefits,
         including bonuses, to which the Employee was entitled immediately prior
         to such reduction with the result that the Employee's overall benefits
         package is significantly reduced unless part of a management-wide or
         company-wide cost-reduction program in which a majority of management
         or employees are affected; (v) the relocation of the Employee to a
         facility or a location more than thirty-five (35) miles from the
         Employee's then present location, without the Employee's express
         written consent; (vi) any purported termination of the Employee by the
         Company which is not effected for Disability or for Cause; (vii) the
         failure of the Company to obtain the assumption of this agreement by
         any successors contemplated in Section 6(a) below; or (viii) any act or
         set of facts or circumstances which would, under California case law or
         statute, constitute a constructive termination of the Employee.

                  f. Termination Date. "Termination Date" shall mean (i) if this
         Agreement is terminated by the Company for Disability, thirty (30) days
         after notice of termination is given to the Employee (provided that the
         Employee shall not have returned to the performance of the Employee's
         duties on a full-time basis during such thirty (30)-day period), (ii)
         if the Employee's employment is terminated by the company for any other
         reason, the date on which a notice of termination is given, provided
         that if within thirty (30) days after the Company gives the Employee
         notice of termination or the benefits due pursuant to this Agreement,
         then the Termination Date shall be the date on which such dispute is
         finally determined, either by mutual written agreement of the parties,
         or by a final judgment, order or decree of a court of competent
         jurisdiction (the time for appeal therefrom having expired and no
         appeal having been perfected), or (iii) if the Agreement is terminated
         by the Employee, the date on which the Employee delivers the notice of
         termination to the Company.

         6. Successors.

                  a. Company's Successors. Any successor to the Company (whether
         direct or indirect and whether by purchase, merger, consolidation,
         liquidation or otherwise) to all or substantially all of the Company's
         business and/or assets shall assume the obligations under this
         Agreement and agree expressly to perform the obligations under this
         Agreement in the same manner and to the same extent as the Company
         would be required to perform such obligations in the absence of a
         succession. For all purposes under this Agreement, the term "Company"
         shall include any successor to the Company's business and/or assets
         which executes and delivers the assumption agreement described in this
         Section 6(a) or which becomes bound by the terms of this Agreement by
         operation of law.

                  b. Employee's Successors. The term of this agreement and all
         rights of the


                                       5
<PAGE>   6


         Employee hereunder shall inure to the benefit of, and be enforceable
         by, the Employee's personal or legal representatives, executors,
         administrators, successors, heirs, distributees, divisees and legatees.

         7. Notice.

                  a. General. Notices and all other communications contemplated
         by this Agreement shall be in writing and shall be deemed to have been
         duly given when personally delivered or when mailed by U.S. registered
         or certified mail, return receipt requested and postage prepaid. In the
         case of the Employee, mailed notices shall be addressed to him at the
         home address which he most recently communicated to the Company in
         writing. In the case of the Company, mailed notices shall be addressed
         to its corporate headquarters, and all notices shall be directed to the
         attention of its Secretary.

                  b. Notice of Termination. Any termination by the Company for
         Cause or by the Employee as a result of a voluntary resignation or an
         Involuntary Termination shall be communicated by a notice of
         termination to the other party hereto given in accordance with Section
         7(a) of this Agreement. Such notice shall indicate the specific
         termination provision in this Agreement relied upon, shall set forth in
         reasonable detail the facts and circumstances claimed to provide a
         basis for termination under the provision so indicated, and shall
         specify the termination date (which shall be not more than 30 days
         after the giving of such notice). The failure by the Employee to
         include in the notice any fact or circumstance which contributes to
         showing of Involuntary Termination shall not waive any right of the
         Employee hereunder or preclude the Employee from asserting such fact or
         circumstance in enforcing his rights hereunder.

         8. Miscellaneous Provisions.

                  a. No Duty to Mitigate. The Employee shall not be required to
         mitigate the amount of any payment contemplated by this Agreement, nor
         shall any such payment be reduced by any earnings that the Employee may
         receive from any other source.

                  b. Waiver. No provision of this Agreement shall be modified,
         waived or discharged unless the modification, waiver or discharge is
         agreed to in writing and signed by the Employee and by an authorized
         officer of the Company (other than the Employee). No waiver by either
         party of any breach of, or of compliance with, any condition or
         provision of this Agreement by the other party shall be considered a
         waiver of any condition or provision or of the same condition or
         provision at another time.

                  c. Whole Agreement. No agreements, representations or
         understandings (whether oral or written and whether express implied)
         which are not expressly set forth in this Agreement have been made or
         entered into by either party with respect to the subject matter hereof.
         This Agreement supersedes in their entirety any prior or
         contemporaneous agreements, whether written, oral, express or implied,
         relating to the subject matter hereof.

                  d. Choice of Law. The validity, interpretation, construction
         and performance of this


                                       6
<PAGE>   7

         Agreement shall be governed by the laws of the State of California.

                  e. Severability. The invalidity of unenforceability of any
         provision or provisions of this Agreement shall not affect the validity
         or enforceability of any other provision hereof, which shall remain in
         full force and effect.

                  f. Withholding. All payments made pursuant to this Agreement
         will be subject to withholding of applicable income and employment
         taxes.

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

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
         the case of the Company by its duly authorized officer, as of the day
         and year set forth below.

<TABLE>
<S>                                      <C>
Company:                                 Bell Microproducts, Inc.



                                         By:  /s/ W. D. Bell
                                              ---------------------------------
                                              W. Donald Bell
                                              President & CEO

                                         Dated:  8/6/99



Employee:                                /s/ Phil Roussey

                                         Dated: 7/31/99

</TABLE>


                                       7
<PAGE>   8




                            BELL MICROPRODUCTS, INC.

                         MANAGEMENT RETENTION AGREEMENT

         This Management Retention Agreement (the "Agreement") is made and
entered into by and between Brian Clark (the "Employee") and Bell Microproducts,
Inc. (the "Company"), effective as of the latest date set forth by the
signatures of the parties hereto below (the Effective Date).

                                    RECITALS

         A. It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities. The Board has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

         B. The Board believes that it is in the best interests of the Company
and its stockholders to provide the Employee with an incentive to continue his
employment and to motivate the Employee to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.

         C. The Board believes that it is imperative to provide the Employee
with certain severance benefits upon Employee's termination of employment
following a Change of Control which provides the Employee with enhanced
financial security and provides incentive and encouragement to the Employee to
remain with the Company notwithstanding the possibility of a Change of Control.

         D. Certain capitalized terms used in the Agreement are defined in
Section 4 below.

         The parties hereto agree as follows:

         1. Term of Agreement. This Agreement shall terminate three years
following the Effective Date, unless and Change of Control has occurred at such
time, in which case this Agreement shall terminate upon the date that all
obligations of the parties hereto with respect to this Agreement have been
satisfied. This Agreement may be extended unilaterally by the Company by written
resolutions adopted by the Board prior to the termination of this Agreement.

         2. At-Will Employment. The Company and the Employee acknowledge that
the Employee's employment is and shall continue to at-will, as defined under
applicable law. If the Employee's employment terminates for any reason,
including (without limitation) any termination prior to a Change of Control, the
Employee shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in accordance with the Company's written employee plans or pursuant to
other written agreements with


                                       8
<PAGE>   9

the Company.

         3. Severance Benefits.

                  a. Termination Following a Change of Control. If the
         Employee's employment is terminated at any time within twelve (12)
         months following a Change of Control, then, subject to Section 4, the
         Employee shall be entitled to receive the following severance benefits:

                           (i) Involuntary Termination. If the Employee's
                  employment is terminated as a result of Involuntary
                  Termination other than for Cause, then the Employee shall
                  receive the following severance benefits from the Company.

                                    (1) Severance Payment. A cash payment in an
                           amount equal to one hundred percent (100%) of the
                           Employee's Base Salary.

                                    (2) Continued Employment Benefits. One
                           hundred percent (100%) Company-paid health, dental
                           and life insurance coverage at the same level of
                           coverage as was provided to such employee immediately
                           prior to the Change of Control (the "Company-Paid
                           Coverage") under the Company's plans. Such coverage
                           shall be provided under either (at the Company's
                           discretion) (i) the Company's plans, or (ii) no less
                           favorable plans or arrangements secured by the
                           Company. If such coverage included the Employee's
                           dependents immediately prior to the Change of
                           Control, such dependents shall also be covered at
                           Company expense. Company-Paid Coverage shall continue
                           until earlier or (i) one year from the date of the
                           Change of Control, or (ii) the date that the Employee
                           and his dependents become covered under another
                           employer's group health, dental or life insurance
                           plans that provide Employee and his dependents with
                           comparable benefits and levels of coverage. For
                           purposes of Title X of the Consolidated Budget
                           Reconciliation Act of 1985 ("COBRA"), the date of the
                           "qualifying event" or Employee and his dependents
                           shall be the date upon which the Company-Paid
                           Coverage terminates.

                                    (3) Stock Option Accelerated Vesting. One
                           hundred percent (100%) of the unvested portion of any
                           stock option held by the Employees shall
                           automatically be accelerated in full so as to become
                           completely vested; provided, however, that if such
                           potential vesting acceleration would cause a
                           contemplated Change of Control transaction that was
                           intended to be accounted for as a
                           "pooling-of-interests" transaction to become
                           ineligible for such accounting treatment under
                           generally accepted accounting principles, as
                           determined by the Company's independent public
                           accountants (the "Accountants") prior to the Change
                           of Control, Employee's stock options and restricted
                           stock shall not have their vesting so accelerated.

                  b. Timing of Severance Payments. Any severance payment to
         which Employee is entitled under Section 3(a)(i) shall be paid by the
         Company to the Employee (or to the Employee's successors in interest,
         pursuant to Section 6(b)) in cash and in full, not later than



                                       9
<PAGE>   10

         thirty (30) calendar days following the Termination Date.

                  c. Voluntary Resignation: Termination for Cause. If the
         Employee's employment terminates by reason of the Employee's voluntary
         resignation (and is not an Involuntary Termination), or if the Employee
         is terminated for Cause, then the Employee shall not be entitled to
         receive severance or other benefits except for those (if any) as may
         then be established under the Company's then existing written employee
         plans or pursuant to other written agreements with the Company.

                  d. Disability: Death. If the Company terminates the Employee's
         employment as a result of the Employee's Disability, or such Employee's
         employment is terminated due to the death of the Employee, then the
         Employee shall not be entitled to receive severance or other benefits
         except for those (if any) as may then be established under the
         Company's then existing written employee plans or pursuant to other
         written agreements with the Company.

                  e. Termination Apart from Change of Control. In the event the
         Employee's employment is terminated for any reason, either prior to the
         occurrence of a Change of Control or after the twelve (12)-month period
         following a Change of Control, then the Employee shall be entitled to
         receive severance and any other benefits only as may then be pursuant
         to other agreements with the Company.

         4. Limitation on Payments. In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this
Section 4, would be subject to the excise tax imposed by Section 4999 of the
Code, then the Employee's severance benefits under Section 3(a)(i) shall be
reduced as to such lesser extent as would result in no portion of such severance
benefits being subject to excise tax under Section 4999 of the Code. Unless the
Company and the Employee otherwise agree in writing, any determination required
under this Section 4 shall be made in writing by the Company's independent
public accountants immediately prior to Change of Control (the "Accountants"),
whose determination shall be conclusive and binding upon the Employee and the
Company for all purposes. For purposes of making the calculations required by
this Section 4, the Accountants may make reasonable assumption and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and the Employee shall furnish to the Accountants such
information and documents as the Company shall bear all costs the Accountants
may reasonably incur in connection with any calculations contemplated by this
Section 4.

         5. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:

                  a. Base Salary. "Base Salary" means an amount equal to twelve
         (12) times Employee's monthly Company salary for the last full month
         preceding the Change in Control.

                  b. Cause. "Cause" shall mean (i) any act of personal
         dishonesty taken by the Employee in connection with his
         responsibilities as an employee and intended to result in


                                       10
<PAGE>   11


         substantial personal enrichment of the Employee, (ii) the conviction of
         a felony, or (iii) a willful act by the Employee which constitutes
         gross misconduct and which is injurious to the Company.

                  c. Change in Control. "Change in Control" means the occurrence
         of any of the following events:

                           (i) Any "person" (as such term is used in Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended) is or becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under said Act), directly or indirectly, of
                  securities of the Company representing 50% or more of the
                  total voting power represented by the Company's then
                  outstanding voting securities; or

                           (ii) A change in the composition of the Board
                  occurring within a two-year period, as a result of which fewer
                  than a majority of the directors are Incumbent Directors.
                  "Incumbent Directors" shall mean directors who either (a) are
                  directors of the Company as of the date hereof, or (b) are
                  elected, or nominated for election, to the Board with the
                  affirmative votes of at least a majority of the Incumbent
                  Directors at the time of such election or nomination (but
                  shall not include an individual whose election or nomination
                  is in connection with an actual or threatened proxy contest
                  relating to the election of directors to the Company); or

                           (iii) The stockholders of the Company approve a
                  merger or consolidation of the Company with any other
                  corporation, other than a merger or consolidation which would
                  result in the voting securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving entity) at least fifty percent
                  (50%) of the total voting power represented by the voting
                  securities of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation, or the
                  stockholders of the Company approve a plan of complete
                  liquidation of the Company or an agreement for the sale or
                  disposition by the Company of all or substantially all the
                  Company's assets.

                  d. Disability. "Disability" shall mean that the Employee has
         been unable to perform his Company duties as the result of his
         incapacity due to physical or mental illness, and such inability, at
         least 26 weeks after its commencement, is determined to be total and
         permanent by a physician selected by the Company or its insurers and
         acceptable to the Employee or the Employee's legal representative (such
         Agreement as to acceptability not to be unreasonably withheld).
         Termination resulting from Disability may only be effected after at
         least 30 days' written notice by the Company of its intention to
         terminate the Employee's employment. In the event that the Employee
         resumes the performance of substantially all of his duties hereunder
         before the termination of his employment becomes effective, the notice
         of intent to terminate shall automatically be deemed to have been
         revoked.

                  e. Involuntary Termination. "Involuntary Termination" shall
         mean (i) without the Employee's express written consent, the
         significant reduction of the Employee's duties, authority or
         responsibilities, relative to the Employee's duties, authority or
         responsibilities as in



                                       11
<PAGE>   12


         effect immediately prior to such reduction, or the assignment to
         Employee of such reduced duties, authority or responsibilities, (ii)
         without the Employee's express written consent, a substantial
         reduction, without good business reasons, of the facilities and
         perquisites (including office space and location) available to the
         Employee immediately prior to such reduction; (iii) a reduction by the
         Company in the base salary of the Employee as in effect immediately
         prior to such reduction unless part of a management-wide or
         company-wide cost-reduction program in which a majority of management
         or employees are affected; (iv) a material reduction by the Company in
         the kind of level of employee benefits, including bonuses, to which the
         Employee was entitled immediately prior to such reduction with the
         result that the Employee's overall benefits package is significantly
         reduced unless part of a management-wide or company-wide cost-reduction
         program in which a majority of management or employees are affected;
         (v) the relocation of the Employee to a facility or a location more
         than thirty-five (35) miles from the Employee's then present location,
         without the Employee's express written consent; (vi) any purported
         termination of the Employee by the Company which is not effected for
         Disability or for Cause; (vii) the failure of the Company to obtain the
         assumption of this agreement by any successors contemplated in Section
         6(a) below; or (viii) any act or set of facts or circumstances which
         would, under California case law or statute, constitute a constructive
         termination of the Employee.

                  f. Termination Date. "Termination Date" shall mean (i) if this
         Agreement is terminated by the Company for Disability, thirty (30) days
         after notice of termination is given to the Employee (provided that the
         Employee shall not have returned to the performance of the Employee's
         duties on a full-time basis during such thirty (30)-day period), (ii)
         if the Employee's employment is terminated by the company for any other
         reason, the date on which a notice of termination is given, provided
         that if within thirty (30) days after the Company gives the Employee
         notice of termination or the benefits due pursuant to this Agreement,
         then the Termination Date shall be the date on which such dispute is
         finally determined, either by mutual written agreement of the parties,
         or by a final judgment, order or decree of a court of competent
         jurisdiction (the time for appeal therefrom having expired and no
         appeal having been perfected), or (iii) if the Agreement is terminated
         by the Employee, the date on which the Employee delivers the notice of
         termination to the Company.

         6. Successors.

                  a. Company's Successors. Any successor to the Company (whether
         direct or indirect and whether by purchase, merger, consolidation,
         liquidation or otherwise) to all or substantially all of the Company's
         business and/or assets shall assume the obligations under this
         Agreement and agree expressly to perform the obligations under this
         Agreement in the same manner and to the same extent as the Company
         would be required to perform such obligations in the absence of a
         succession. For all purposes under this Agreement, the term "Company"
         shall include any successor to the Company's business and/or assets
         which executes and delivers the assumption agreement described in this
         Section 6(a) or which becomes bound by the terms of this Agreement by
         operation of law.

                  b. Employee's Successors. The term of this agreement and all
         rights of the Employee hereunder shall inure to the benefit of, and be
         enforceable by, the Employee's


                                       12
<PAGE>   13


         personal or legal representatives, executors, administrators,
         successors, heirs, distributees, divisees and legatees.

         7. Notice.

                  a. General. Notices and all other communications contemplated
         by this Agreement shall be in writing and shall be deemed to have been
         duly given when personally delivered or when mailed by U.S. registered
         or certified mail, return receipt requested and postage prepaid. In the
         case of the Employee, mailed notices shall be addressed to him at the
         home address which he most recently communicated to the Company in
         writing. In the case of the Company, mailed notices shall be addressed
         to its corporate headquarters, and all notices shall be directed to the
         attention of its Secretary.

                  b. Notice of Termination. Any termination by the Company for
         Cause or by the Employee as a result of a voluntary resignation or an
         Involuntary Termination shall be communicated by a notice of
         termination to the other party hereto given in accordance with Section
         7(a) of this Agreement. Such notice shall indicate the specific
         termination provision in this Agreement relied upon, shall set forth in
         reasonable detail the facts and circumstances claimed to provide a
         basis for termination under the provision so indicated, and shall
         specify the termination date (which shall be not more than 30 days
         after the giving of such notice). The failure by the Employee to
         include in the notice any fact or circumstance which contributes to
         showing of Involuntary Termination shall not waive any right of the
         Employee hereunder or preclude the Employee from asserting such fact or
         circumstance in enforcing his rights hereunder.

         8. Miscellaneous Provisions.

                  a. No Duty to Mitigate. The Employee shall not be required to
         mitigate the amount of any payment contemplated by this Agreement, nor
         shall any such payment be reduced by any earnings that the Employee may
         receive from any other source.

                  b. Waiver. No provision of this Agreement shall be modified,
         waived or discharged unless the modification, waiver or discharge is
         agreed to in writing and signed by the Employee and by an authorized
         officer of the Company (other than the Employee). No waiver by either
         party of any breach of, or of compliance with, any condition or
         provision of this Agreement by the other party shall be considered a
         waiver of any condition or provision or of the same condition or
         provision at another time.

                  c. Whole Agreement. No agreements, representations or
         understandings (whether oral or written and whether express implied)
         which are not expressly set forth in this Agreement have been made or
         entered into by either party with respect to the subject matter hereof.
         This Agreement supersedes in their entirety any prior or
         contemporaneous agreements, whether written, oral, express or implied,
         relating to the subject matter hereof.

                  d. Choice of Law. The validity, interpretation, construction
         and performance of this Agreement shall be governed by the laws of the
         State of California.



                                       13
<PAGE>   14

                  e. Severability. The invalidity of unenforceability of any
         provision or provisions of this Agreement shall not affect the validity
         or enforceability of any other provision hereof, which shall remain in
         full force and effect.

                  f. Withholding. All payments made pursuant to this Agreement
         will be subject to withholding of applicable income and employment
         taxes.

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

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
         the case of the Company by its duly authorized officer, as of the day
         and year set forth below.

<TABLE>
<S>                                      <C>
Company:                                 Bell Microproducts, Inc.



                                         By:  /s/ W. D. Bell
                                                  W. Donald Bell
                                                  President & CEO

                                         Dated:  11/17/97



Employee:                                /s/ Brian Clark

                                         Dated:  11/25/97

</TABLE>

                                       14
<PAGE>   15



                            BELL MICROPRODUCTS, INC.

                         MANAGEMENT RETENTION AGREEMENT

         This Management Retention Agreement (the "Agreement") is made and
entered into by and between Gary Gammon (the "Employee") and Bell Microproducts,
Inc. (the "Company"), effective as of the latest date set forth by the
signatures of the parties hereto below (the Effective Date).

                                    RECITALS

         A. It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities. The Board has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

         B. The Board believes that it is in the best interests of the Company
and its stockholders to provide the Employee with an incentive to continue his
employment and to motivate the Employee to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.

         C. The Board believes that it is imperative to provide the Employee
with certain severance benefits upon Employee's termination of employment
following a Change of Control which provides the Employee with enhanced
financial security and provides incentive and encouragement to the Employee to
remain with the Company notwithstanding the possibility of a Change of Control.

         D. Certain capitalized terms used in the Agreement are defined in
Section 4 below.

         The parties hereto agree as follows:

         1. Term of Agreement. This Agreement shall terminate three years
following the Effective Date, unless and Change of Control has occurred at such
time, in which case this Agreement shall terminate upon the date that all
obligations of the parties hereto with respect to this Agreement have been
satisfied. This Agreement may be extended unilaterally by the Company by written
resolutions adopted by the Board prior to the termination of this Agreement.

         2. At-Will Employment. The Company and the Employee acknowledge that
the Employee's employment is and shall continue to at-will, as defined under
applicable law. If the Employee's employment terminates for any reason,
including (without limitation) any termination prior to a Change of Control, the
Employee shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in accordance with the Company's written employee plans or pursuant to
other written agreements with the Company.


<PAGE>   16

         3. Severance Benefits.

                  a. Termination Following a Change of Control. If the
         Employee's employment is terminated at any time within twelve (12)
         months following a Change of Control, then, subject to Section 4, the
         Employee shall be entitled to receive the following severance benefits:

                           (i) Involuntary Termination. If the Employee's
                  employment is terminated as a result of Involuntary
                  Termination other than for Cause, then the Employee shall
                  receive the following severance benefits from the Company.

                                    (1) Severance Payment. A cash payment in an
                           amount equal to one hundred percent (100%) of the
                           Employee's Base Salary.

                                    (2) Continued Employment Benefits. One
                           hundred percent (100%) Company-paid health, dental
                           and life insurance coverage at the same level of
                           coverage as was provided to such employee immediately
                           prior to the Change of Control (the "Company-Paid
                           Coverage") under the Company's plans. Such coverage
                           shall be provided under either (at the Company's
                           discretion) (i) the Company's plans, or (ii) no less
                           favorable plans or arrangements secured by the
                           Company. If such coverage included the Employee's
                           dependents immediately prior to the Change of
                           Control, such dependents shall also be covered at
                           Company expense. Company-Paid Coverage shall continue
                           until earlier or (i) one year from the date of the
                           Change of Control, or (ii) the date that the Employee
                           and his dependents become covered under another
                           employer's group health, dental or life insurance
                           plans that provide Employee and his dependents with
                           comparable benefits and levels of coverage. For
                           purposes of Title X of the Consolidated Budget
                           Reconciliation Act of 1985 ("COBRA"), the date of the
                           "qualifying event" or Employee and his dependents
                           shall be the date upon which the Company-Paid
                           Coverage terminates.

                                    (3) Stock Option Accelerated Vesting. One
                           hundred percent (100%) of the unvested portion of any
                           stock option held by the Employees shall
                           automatically be accelerated in full so as to become
                           completely vested; provided, however, that if such
                           potential vesting acceleration would cause a
                           contemplated Change of Control transaction that was
                           intended to be accounted for as a
                           "pooling-of-interests" transaction to become
                           ineligible for such accounting treatment under
                           generally accepted accounting principles, as
                           determined by the Company's independent public
                           accountants (the "Accountants") prior to the Change
                           of Control, Employee's stock options and restricted
                           stock shall not have their vesting so accelerated.

                  b. Timing of Severance Payments. Any severance payment to
         which Employee is entitled under Section 3(a)(i) shall be paid by the
         Company to the Employee (or to the Employee's successors in interest,
         pursuant to Section 6(b)) in cash and in full, not later than thirty
         (30) calendar days following the Termination Date.

                                       2
<PAGE>   17

                  c. Voluntary Resignation: Termination for Cause. If the
         Employee's employment terminates by reason of the Employee's voluntary
         resignation (and is not an Involuntary Termination), or if the Employee
         is terminated for Cause, then the Employee shall not be entitled to
         receive severance or other benefits except for those (if any) as may
         then be established under the Company's then existing written employee
         plans or pursuant to other written agreements with the Company.

                  d. Disability: Death. If the Company terminates the Employee's
         employment as a result of the Employee's Disability, or such Employee's
         employment is terminated due to the death of the Employee, then the
         Employee shall not be entitled to receive severance or other benefits
         except for those (if any) as may then be established under the
         Company's then existing written employee plans or pursuant to other
         written agreements with the Company.

                  e. Termination Apart from Change of Control. In the event the
         Employee's employment is terminated for any reason, either prior to the
         occurrence of a Change of Control or after the twelve (12)-month period
         following a Change of Control, then the Employee shall be entitled to
         receive severance and any other benefits only as may then be pursuant
         to other agreements with the Company.

         4. Limitation on Payments. In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this
Section 4, would be subject to the excise tax imposed by Section 4999 of the
Code, then the Employee's severance benefits under Section 3(a)(i) shall be
reduced as to such lesser extent as would result in no portion of such severance
benefits being subject to excise tax under Section 4999 of the Code. Unless the
Company and the Employee otherwise agree in writing, any determination required
under this Section 4 shall be made in writing by the Company's independent
public accountants immediately prior to Change of Control (the "Accountants"),
whose determination shall be conclusive and binding upon the Employee and the
Company for all purposes. For purposes of making the calculations required by
this Section 4, the Accountants may make reasonable assumption and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and the Employee shall furnish to the Accountants such
information and documents as the Company shall bear all costs the Accountants
may reasonably incur in connection with any calculations contemplated by this
Section 4.

         5. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:

                  a. Base Salary. "Base Salary" means an amount equal to twelve
         (12) times Employee's monthly Company salary for the last full month
         preceding the Change in Control.

                  b. Cause. "Cause" shall mean (i) any act of personal
         dishonesty taken by the Employee in connection with his
         responsibilities as an employee and intended to result in substantial
         personal enrichment of the Employee, (ii) the conviction of a felony,
         or (iii) a willful


                                       3
<PAGE>   18


         act by the Employee which constitutes gross misconduct and which is
         injurious to the Company.

                  c. Change in Control. "Change in Control" means the occurrence
         of any of the following events:

                           (i) Any "person" (as such term is used in Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended) is or becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under said Act), directly or indirectly, of
                  securities of the Company representing 50% or more of the
                  total voting power represented by the Company's then
                  outstanding voting securities; or

                           (ii) A change in the composition of the Board
                  occurring within a two-year period, as a result of which fewer
                  than a majority of the directors are Incumbent Directors.
                  "Incumbent Directors" shall mean directors who either (a) are
                  directors of the Company as of the date hereof, or (b) are
                  elected, or nominated for election, to the Board with the
                  affirmative votes of at least a majority of the Incumbent
                  Directors at the time of such election or nomination (but
                  shall not include an individual whose election or nomination
                  is in connection with an actual or threatened proxy contest
                  relating to the election of directors to the Company); or

                           (iii) The stockholders of the Company approve a
                  merger or consolidation of the Company with any other
                  corporation, other than a merger or consolidation which would
                  result in the voting securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving entity) at least fifty percent
                  (50%) of the total voting power represented by the voting
                  securities of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation, or the
                  stockholders of the Company approve a plan of complete
                  liquidation of the Company or an agreement for the sale or
                  disposition by the Company of all or substantially all the
                  Company's assets.

                  d. Disability. "Disability" shall mean that the Employee has
         been unable to perform his Company duties as the result of his
         incapacity due to physical or mental illness, and such inability, at
         least 26 weeks after its commencement, is determined to be total and
         permanent by a physician selected by the Company or its insurers and
         acceptable to the Employee or the Employee's legal representative (such
         Agreement as to acceptability not to be unreasonably withheld).
         Termination resulting from Disability may only be effected after at
         least 30 days' written notice by the Company of its intention to
         terminate the Employee's employment. In the event that the Employee
         resumes the performance of substantially all of his duties hereunder
         before the termination of his employment becomes effective, the notice
         of intent to terminate shall automatically be deemed to have been
         revoked.

                  e. Involuntary Termination. "Involuntary Termination" shall
         mean (i) without the Employee's express written consent, the
         significant reduction of the Employee's duties, authority or
         responsibilities, relative to the Employee's duties, authority or
         responsibilities as in effect immediately prior to such reduction, or
         the assignment to Employee of such reduced



                                       4
<PAGE>   19


         duties, authority or responsibilities, (ii) without the Employee's
         express written consent, a substantial reduction, without good business
         reasons, of the facilities and perquisites (including office space and
         location) available to the Employee immediately prior to such
         reduction; (iii) a reduction by the Company in the base salary of the
         Employee as in effect immediately prior to such reduction unless part
         of a management-wide or company-wide cost-reduction program in which a
         majority of management or employees are affected; (iv) a material
         reduction by the Company in the kind of level of employee benefits,
         including bonuses, to which the Employee was entitled immediately prior
         to such reduction with the result that the Employee's overall benefits
         package is significantly reduced unless part of a management-wide or
         company-wide cost-reduction program in which a majority of management
         or employees are affected; (v) the relocation of the Employee to a
         facility or a location more than thirty-five (35) miles from the
         Employee's then present location, without the Employee's express
         written consent; (vi) any purported termination of the Employee by the
         Company which is not effected for Disability or for Cause; (vii) the
         failure of the Company to obtain the assumption of this agreement by
         any successors contemplated in Section 6(a) below; or (viii) any act or
         set of facts or circumstances which would, under California case law or
         statute, constitute a constructive termination of the Employee.

                  f. Termination Date. "Termination Date" shall mean (i) if this
         Agreement is terminated by the Company for Disability, thirty (30) days
         after notice of termination is given to the Employee (provided that the
         Employee shall not have returned to the performance of the Employee's
         duties on a full-time basis during such thirty (30)-day period), (ii)
         if the Employee's employment is terminated by the company for any other
         reason, the date on which a notice of termination is given, provided
         that if within thirty (30) days after the Company gives the Employee
         notice of termination or the benefits due pursuant to this Agreement,
         then the Termination Date shall be the date on which such dispute is
         finally determined, either by mutual written agreement of the parties,
         or by a final judgment, order or decree of a court of competent
         jurisdiction (the time for appeal therefrom having expired and no
         appeal having been perfected), or (iii) if the Agreement is terminated
         by the Employee, the date on which the Employee delivers the notice of
         termination to the Company.

         6. Successors.

                  a. Company's Successors. Any successor to the Company (whether
         direct or indirect and whether by purchase, merger, consolidation,
         liquidation or otherwise) to all or substantially all of the Company's
         business and/or assets shall assume the obligations under this
         Agreement and agree expressly to perform the obligations under this
         Agreement in the same manner and to the same extent as the Company
         would be required to perform such obligations in the absence of a
         succession. For all purposes under this Agreement, the term "Company"
         shall include any successor to the Company's business and/or assets
         which executes and delivers the assumption agreement described in this
         Section 6(a) or which becomes bound by the terms of this Agreement by
         operation of law.

                  b. Employee's Successors. The term of this agreement and all
         rights of the Employee hereunder shall inure to the benefit of, and be
         enforceable by, the Employee's personal or legal representatives,
         executors, administrators, successors, heirs, distributees,


                                       5
<PAGE>   20

         divisees and legatees.

         7. Notice.

                  a. General. Notices and all other communications contemplated
         by this Agreement shall be in writing and shall be deemed to have been
         duly given when personally delivered or when mailed by U.S. registered
         or certified mail, return receipt requested and postage prepaid. In the
         case of the Employee, mailed notices shall be addressed to him at the
         home address which he most recently communicated to the Company in
         writing. In the case of the Company, mailed notices shall be addressed
         to its corporate headquarters, and all notices shall be directed to the
         attention of its Secretary.

                  b. Notice of Termination. Any termination by the Company for
         Cause or by the Employee as a result of a voluntary resignation or an
         Involuntary Termination shall be communicated by a notice of
         termination to the other party hereto given in accordance with Section
         7(a) of this Agreement. Such notice shall indicate the specific
         termination provision in this Agreement relied upon, shall set forth in
         reasonable detail the facts and circumstances claimed to provide a
         basis for termination under the provision so indicated, and shall
         specify the termination date (which shall be not more than 30 days
         after the giving of such notice). The failure by the Employee to
         include in the notice any fact or circumstance which contributes to
         showing of Involuntary Termination shall not waive any right of the
         Employee hereunder or preclude the Employee from asserting such fact or
         circumstance in enforcing his rights hereunder.

         8. Miscellaneous Provisions.

                  a. No Duty to Mitigate. The Employee shall not be required to
         mitigate the amount of any payment contemplated by this Agreement, nor
         shall any such payment be reduced by any earnings that the Employee may
         receive from any other source.

                  b. Waiver. No provision of this Agreement shall be modified,
         waived or discharged unless the modification, waiver or discharge is
         agreed to in writing and signed by the Employee and by an authorized
         officer of the Company (other than the Employee). No waiver by either
         party of any breach of, or of compliance with, any condition or
         provision of this Agreement by the other party shall be considered a
         waiver of any condition or provision or of the same condition or
         provision at another time.

                  c. Whole Agreement. No agreements, representations or
         understandings (whether oral or written and whether express implied)
         which are not expressly set forth in this Agreement have been made or
         entered into by either party with respect to the subject matter hereof.
         This Agreement supersedes in their entirety any prior or
         contemporaneous agreements, whether written, oral, express or implied,
         relating to the subject matter hereof.

                  d. Choice of Law. The validity, interpretation, construction
         and performance of this Agreement shall be governed by the laws of the
         State of California.

                                       6
<PAGE>   21

                  e. Severability. The invalidity of unenforceability of any
         provision or provisions of this Agreement shall not affect the validity
         or enforceability of any other provision hereof, which shall remain in
         full force and effect.

                  f. Withholding. All payments made pursuant to this Agreement
         will be subject to withholding of applicable income and employment
         taxes.

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

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
         the case of the Company by its duly authorized officer, as of the day
         and year set forth below.

<TABLE>
<S>                                      <C>
Company:                                 Bell Microproducts, Inc.



                                         By:  /s/ W. D. Bell
                                                  W. Donald Bell
                                                  President & CEO

                                         Dated:  8/6/99



Employee:                                /s/ Gary R. Gammon

                                         Dated:  8/2/99
</TABLE>

                                       7
<PAGE>   22


                            BELL MICROPRODUCTS, INC.

                         MANAGEMENT RETENTION AGREEMENT

         This Management Retention Agreement (the "Agreement") is made and
entered into by and between Robert Sturgeon (the "Employee") and Bell
Microproducts, Inc. (the "Company"), effective as of the latest date set forth
by the signatures of the parties hereto below (the Effective Date).

                                    RECITALS

         A. It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities. The Board has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

         B. The Board believes that it is in the best interests of the Company
and its stockholders to provide the Employee with an incentive to continue his
employment and to motivate the Employee to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.

         C. The Board believes that it is imperative to provide the Employee
with certain severance benefits upon Employee's termination of employment
following a Change of Control which provides the Employee with enhanced
financial security and provides incentive and encouragement to the Employee to
remain with the Company notwithstanding the possibility of a Change of Control.

         D. Certain capitalized terms used in the Agreement are defined in
Section 4 below.

         The parties hereto agree as follows:

         1. Term of Agreement. This Agreement shall terminate three years
following the Effective Date, unless and Change of Control has occurred at such
time, in which case this Agreement shall terminate upon the date that all
obligations of the parties hereto with respect to this Agreement have been
satisfied. This Agreement may be extended unilaterally by the Company by written
resolutions adopted by the Board prior to the termination of this Agreement.

         2. At-Will Employment. The Company and the Employee acknowledge that
the Employee's employment is and shall continue to at-will, as defined under
applicable law. If the Employee's employment terminates for any reason,
including (without limitation) any termination prior to a Change of Control, the
Employee shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in accordance with the Company's written employee plans or pursuant to
other written agreements with the Company.

<PAGE>   23

         3. Severance Benefits.

                  a. Termination Following a Change of Control. If the
         Employee's employment is terminated at any time within twelve (12)
         months following a Change of Control, then, subject to Section 4, the
         Employee shall be entitled to receive the following severance benefits:

                           (i) Involuntary Termination. If the Employee's
                  employment is terminated as a result of Involuntary
                  Termination other than for Cause, then the Employee shall
                  receive the following severance benefits from the Company.

                                    (1) Severance Payment. A cash payment in an
                           amount equal to one hundred percent (100%) of the
                           Employee's Base Salary.

                                    (2) Continued Employment Benefits. One
                           hundred percent (100%) Company-paid health, dental
                           and life insurance coverage at the same level of
                           coverage as was provided to such employee immediately
                           prior to the Change of Control (the "Company-Paid
                           Coverage") under the Company's plans. Such coverage
                           shall be provided under either (at the Company's
                           discretion) (i) the Company's plans, or (ii) no less
                           favorable plans or arrangements secured by the
                           Company. If such coverage included the Employee's
                           dependents immediately prior to the Change of
                           Control, such dependents shall also be covered at
                           Company expense. Company-Paid Coverage shall continue
                           until earlier or (i) one year from the date of the
                           Change of Control, or (ii) the date that the Employee
                           and his dependents become covered under another
                           employer's group health, dental or life insurance
                           plans that provide Employee and his dependents with
                           comparable benefits and levels of coverage. For
                           purposes of Title X of the Consolidated Budget
                           Reconciliation Act of 1985 ("COBRA"), the date of the
                           "qualifying event" or Employee and his dependents
                           shall be the date upon which the Company-Paid
                           Coverage terminates.

                                    (3) Stock Option Accelerated Vesting. One
                           hundred percent (100%) of the unvested portion of any
                           stock option held by the Employees shall
                           automatically be accelerated in full so as to become
                           completely vested; provided, however, that if such
                           potential vesting acceleration would cause a
                           contemplated Change of Control transaction that was
                           intended to be accounted for as a
                           "pooling-of-interests" transaction to become
                           ineligible for such accounting treatment under
                           generally accepted accounting principles, as
                           determined by the Company's independent public
                           accountants (the "Accountants") prior to the Change
                           of Control, Employee's stock options and restricted
                           stock shall not have their vesting so accelerated.

                  b. Timing of Severance Payments. Any severance payment to
         which Employee is entitled under Section 3(a)(i) shall be paid by the
         Company to the Employee (or to the Employee's successors in interest,
         pursuant to Section 6(b)) in cash and in full, not later than thirty
         (30) calendar days following the Termination Date.


                                       2
<PAGE>   24

                  c. Voluntary Resignation: Termination for Cause. If the
         Employee's employment terminates by reason of the Employee's voluntary
         resignation (and is not an Involuntary Termination), or if the Employee
         is terminated for Cause, then the Employee shall not be entitled to
         receive severance or other benefits except for those (if any) as may
         then be established under the Company's then existing written employee
         plans or pursuant to other written agreements with the Company.

                  d. Disability: Death. If the Company terminates the Employee's
         employment as a result of the Employee's Disability, or such Employee's
         employment is terminated due to the death of the Employee, then the
         Employee shall not be entitled to receive severance or other benefits
         except for those (if any) as may then be established under the
         Company's then existing written employee plans or pursuant to other
         written agreements with the Company.

                  e. Termination Apart from Change of Control. In the event the
         Employee's employment is terminated for any reason, either prior to the
         occurrence of a Change of Control or after the twelve (12)-month period
         following a Change of Control, then the Employee shall be entitled to
         receive severance and any other benefits only as may then be pursuant
         to other agreements with the Company.

         4. Limitation on Payments. In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (i)
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this
Section 4, would be subject to the excise tax imposed by Section 4999 of the
Code, then the Employee's severance benefits under Section 3(a)(i) shall be
reduced as to such lesser extent as would result in no portion of such severance
benefits being subject to excise tax under Section 4999 of the Code. Unless the
Company and the Employee otherwise agree in writing, any determination required
under this Section 4 shall be made in writing by the Company's independent
public accountants immediately prior to Change of Control (the "Accountants"),
whose determination shall be conclusive and binding upon the Employee and the
Company for all purposes. For purposes of making the calculations required by
this Section 4, the Accountants may make reasonable assumption and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and the Employee shall furnish to the Accountants such
information and documents as the Company shall bear all costs the Accountants
may reasonably incur in connection with any calculations contemplated by this
Section 4.

         5. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:

                  a. Base Salary. "Base Salary" means an amount equal to twelve
         (12) times Employee's monthly Company salary for the last full month
         preceding the Change in Control.

                  b. Cause. "Cause" shall mean (i) any act of personal
         dishonesty taken by the Employee in connection with his
         responsibilities as an employee and intended to result in substantial
         personal enrichment of the Employee, (ii) the conviction of a felony,
         or (iii) a willful


                                       3
<PAGE>   25

         act by the Employee which constitutes gross misconduct and which is
         injurious to the Company.

                  c. Change in Control. "Change in Control" means the occurrence
         of any of the following events:

                           (i) Any "person" (as such term is used in Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended) is or becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under said Act), directly or indirectly, of
                  securities of the Company representing 50% or more of the
                  total voting power represented by the Company's then
                  outstanding voting securities; or

                           (ii) A change in the composition of the Board
                  occurring within a two-year period, as a result of which fewer
                  than a majority of the directors are Incumbent Directors.
                  "Incumbent Directors" shall mean directors who either (a) are
                  directors of the Company as of the date hereof, or (b) are
                  elected, or nominated for election, to the Board with the
                  affirmative votes of at least a majority of the Incumbent
                  Directors at the time of such election or nomination (but
                  shall not include an individual whose election or nomination
                  is in connection with an actual or threatened proxy contest
                  relating to the election of directors to the Company); or

                           (iii) The stockholders of the Company approve a
                  merger or consolidation of the Company with any other
                  corporation, other than a merger or consolidation which would
                  result in the voting securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving entity) at least fifty percent
                  (50%) of the total voting power represented by the voting
                  securities of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation, or the
                  stockholders of the Company approve a plan of complete
                  liquidation of the Company or an agreement for the sale or
                  disposition by the Company of all or substantially all the
                  Company's assets.

                  d. Disability. "Disability" shall mean that the Employee has
         been unable to perform his Company duties as the result of his
         incapacity due to physical or mental illness, and such inability, at
         least 26 weeks after its commencement, is determined to be total and
         permanent by a physician selected by the Company or its insurers and
         acceptable to the Employee or the Employee's legal representative (such
         Agreement as to acceptability not to be unreasonably withheld).
         Termination resulting from Disability may only be effected after at
         least 30 days' written notice by the Company of its intention to
         terminate the Employee's employment. In the event that the Employee
         resumes the performance of substantially all of his duties hereunder
         before the termination of his employment becomes effective, the notice
         of intent to terminate shall automatically be deemed to have been
         revoked.

                  e. Involuntary Termination. "Involuntary Termination" shall
         mean (i) without the Employee's express written consent, the
         significant reduction of the Employee's duties, authority or
         responsibilities, relative to the Employee's duties, authority or
         responsibilities as in effect immediately prior to such reduction, or
         the assignment to Employee of such reduced


                                       4
<PAGE>   26


         duties, authority or responsibilities, (ii) without the Employee's
         express written consent, a substantial reduction, without good business
         reasons, of the facilities and perquisites (including office space and
         location) available to the Employee immediately prior to such
         reduction; (iii) a reduction by the Company in the base salary of the
         Employee as in effect immediately prior to such reduction unless part
         of a management-wide or company-wide cost-reduction program in which a
         majority of management or employees are affected; (iv) a material
         reduction by the Company in the kind of level of employee benefits,
         including bonuses, to which the Employee was entitled immediately prior
         to such reduction with the result that the Employee's overall benefits
         package is significantly reduced unless part of a management-wide or
         company-wide cost-reduction program in which a majority of management
         or employees are affected; (v) the relocation of the Employee to a
         facility or a location more than thirty-five (35) miles from the
         Employee's then present location, without the Employee's express
         written consent; (vi) any purported termination of the Employee by the
         Company which is not effected for Disability or for Cause; (vii) the
         failure of the Company to obtain the assumption of this agreement by
         any successors contemplated in Section 6(a) below; or (viii) any act or
         set of facts or circumstances which would, under California case law or
         statute, constitute a constructive termination of the Employee.

                  f. Termination Date. "Termination Date" shall mean (i) if this
         Agreement is terminated by the Company for Disability, thirty (30) days
         after notice of termination is given to the Employee (provided that the
         Employee shall not have returned to the performance of the Employee's
         duties on a full-time basis during such thirty (30)-day period), (ii)
         if the Employee's employment is terminated by the company for any other
         reason, the date on which a notice of termination is given, provided
         that if within thirty (30) days after the Company gives the Employee
         notice of termination or the benefits due pursuant to this Agreement,
         then the Termination Date shall be the date on which such dispute is
         finally determined, either by mutual written agreement of the parties,
         or by a final judgment, order or decree of a court of competent
         jurisdiction (the time for appeal therefrom having expired and no
         appeal having been perfected), or (iii) if the Agreement is terminated
         by the Employee, the date on which the Employee delivers the notice of
         termination to the Company.

         6. Successors.

                  a. Company's Successors. Any successor to the Company (whether
         direct or indirect and whether by purchase, merger, consolidation,
         liquidation or otherwise) to all or substantially all of the Company's
         business and/or assets shall assume the obligations under this
         Agreement and agree expressly to perform the obligations under this
         Agreement in the same manner and to the same extent as the Company
         would be required to perform such obligations in the absence of a
         succession. For all purposes under this Agreement, the term "Company"
         shall include any successor to the Company's business and/or assets
         which executes and delivers the assumption agreement described in this
         Section 6(a) or which becomes bound by the terms of this Agreement by
         operation of law.

                  b. Employee's Successors. The term of this agreement and all
         rights of the Employee hereunder shall inure to the benefit of, and be
         enforceable by, the Employee's personal or legal representatives,
         executors, administrators, successors, heirs, distributees,



                                       5
<PAGE>   27

         divisees and legatees.

         7. Notice.

                  a. General. Notices and all other communications contemplated
         by this Agreement shall be in writing and shall be deemed to have been
         duly given when personally delivered or when mailed by U.S. registered
         or certified mail, return receipt requested and postage prepaid. In the
         case of the Employee, mailed notices shall be addressed to him at the
         home address which he most recently communicated to the Company in
         writing. In the case of the Company, mailed notices shall be addressed
         to its corporate headquarters, and all notices shall be directed to the
         attention of its Secretary.

                  b. Notice of Termination. Any termination by the Company for
         Cause or by the Employee as a result of a voluntary resignation or an
         Involuntary Termination shall be communicated by a notice of
         termination to the other party hereto given in accordance with Section
         7(a) of this Agreement. Such notice shall indicate the specific
         termination provision in this Agreement relied upon, shall set forth in
         reasonable detail the facts and circumstances claimed to provide a
         basis for termination under the provision so indicated, and shall
         specify the termination date (which shall be not more than 30 days
         after the giving of such notice). The failure by the Employee to
         include in the notice any fact or circumstance which contributes to
         showing of Involuntary Termination shall not waive any right of the
         Employee hereunder or preclude the Employee from asserting such fact or
         circumstance in enforcing his rights hereunder.

         8. Miscellaneous Provisions.

                  a. No Duty to Mitigate. The Employee shall not be required to
         mitigate the amount of any payment contemplated by this Agreement, nor
         shall any such payment be reduced by any earnings that the Employee may
         receive from any other source.

                  b. Waiver. No provision of this Agreement shall be modified,
         waived or discharged unless the modification, waiver or discharge is
         agreed to in writing and signed by the Employee and by an authorized
         officer of the Company (other than the Employee). No waiver by either
         party of any breach of, or of compliance with, any condition or
         provision of this Agreement by the other party shall be considered a
         waiver of any condition or provision or of the same condition or
         provision at another time.

                  c. Whole Agreement. No agreements, representations or
         understandings (whether oral or written and whether express implied)
         which are not expressly set forth in this Agreement have been made or
         entered into by either party with respect to the subject matter hereof.
         This Agreement supersedes in their entirety any prior or
         contemporaneous agreements, whether written, oral, express or implied,
         relating to the subject matter hereof.

                  d. Choice of Law. The validity, interpretation, construction
         and performance of this Agreement shall be governed by the laws of the
         State of California.

                                       6
<PAGE>   28

                  e. Severability. The invalidity of unenforceability of any
         provision or provisions of this Agreement shall not affect the validity
         or enforceability of any other provision hereof, which shall remain in
         full force and effect.

                  f. Withholding. All payments made pursuant to this Agreement
         will be subject to withholding of applicable income and employment
         taxes.

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

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
         the case of the Company by its duly authorized officer, as of the day
         and year set forth below.

<TABLE>
<S>                                      <C>
Company:                                 Bell Microproducts, Inc.



                                         By:  /s/ W. D. Bell
                                                  W. Donald Bell
                                                  President & CEO

                                         Dated:  8/6/99



Employee:                                /s/ Robert Sturgeon

                                         Dated: 7/20/99
</TABLE>

                                       7