Changes in Compensation and Retention Bonus Letter Agreement



 Exhibit 10.3 

 
 



 
  

									
		 		 		 		 	 1601 Trapelo Road

		 		 		 		 	 Suite 170

		 		 		 		 	 Waltham, MA 02451

		 		 		 		 	 United States

					
		 		 	June 12, 2012	 		 	 Tel:   781.663.5001

		 		 		 		 	 Fax:  781.663.5100


 Mr. Peter L. Gray 
 c/o ModusLink Global Solutions, Inc. 
 Waltham, MA 02451 

 

	 	Re:	Changes in Compensation and Retention Bonus 

 Dear Peter: 
 To incentivize you to remain with and committed to the success of
ModusLink Global Solutions, Inc (the “Company”) and its subsidiaries, the Company would like to (i) offer you a retention bonus subject to the conditions forth below in this letter agreement (this
“Agreement”), (ii) increase your annual base salary to $400,000, (iii) change your title to Executive Vice President, Chief Administrative Officer, General Counsel and Secretary and (iv) amend your
Executive Retention Agreement dated August 28, 2002, as amended by the first and second amendments thereto (the “Severance Agreement”) as provided in attached Third Amendment thereto. 

(a) Retention Bonus. Subject to the conditions set forth below, you will be eligible to receive a cash bonus in an amount
equal to $400,000 (the “Retention Bonus”) payable in two installments of $160,000 on December 31, 2012 and $240,000 on June 30, 2013 (each a “Payment Date”) if you are actively employed by the
Company on the Payment Date. The applicable portion of the Retention Bonus shall be paid on the applicable Payment Date. Notwithstanding the foregoing if your employment is terminated prior to the Payment Date (i) by the Company other than for
Cause (as defined in the Severance Agreement) or (ii) by you following a Change in Control (as defined in the Severance Agreement) for Good Reason (as defined in the Severance Agreement), and subject to your execution and not revoking of a
general release of claims within 50 days of the termination date, then the Company will pay you the Retention Bonus in full (or any unpaid installment thereof) on the 60th day following your termination. 

(b) Forfeiture of Retention Bonus. In the event that your employment with the Company is terminated either by the Company
for Cause or by you other than for Good Reason, prior to the Payment Date you shall forfeit all right, title and interest in and to the Retention Bonus. 







 (c) No Right to Continued Employment. Nothing contained in this Agreement
conveys upon you the right to continue to be employed by the Company or any successor thereto, constitutes a contract or agreement of employment or restricts the Company’s or any successor’s right to terminate your employment at any time,
with or without Cause. 
 (d) Withholding. All amounts payable will be less any legally required or voluntarily
elected withholdings. 
 (e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and each of their respective successors, assigns, beneficiaries, heirs, and representatives, as applicable. You may not assign your rights under this Agreement (except by will or the laws of descent and distribution).

 (f) Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the
Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof. 
 Please confirm your agreement to
the foregoing by signing and dating the enclosed duplicate original of this Agreement in the space provided below for your signature and returning it to me. Please retain one fully-executed original for your files. 

Sincerely, 
  

			
	ModusLink Global Solutions, Inc.,
	a Delaware corporation
		
	By:	 	 /s/ Frank J. Jules

	Name:	 	Frank J. Jules
	Title:	 	Chairman of the Board of Directors
	
	Accepted and Agreed,
	this 12th day of June, 2012.
		
	By:	 	 /s/ Peter L. Gray

		 	Peter L. Gray


  
 2 








 THIRD AMENDMENT TO EXECUTIVE RETENTION AGREEMENT 

This Third Amendment to Executive Retention Agreement (the “Amendment”) is entered into on this 12th day of June, 2012, by and between ModusLink Global Solutions, Inc.
(formerly known as CMGI, Inc.), a Delaware corporation (the “Company”) and Peter L. Gray (“Executive”); 

WHEREAS, the parties have entered into an Executive Retention Agreement dated as of August 28, 2002 (the “Agreement”); and

 WHEREAS, the parties entered into Amendment No. 1 to Executive Retention Agreement on the 26th day of July, 2007 (the “First Amendment”) and the Second
Amendment to Executive Retention Agreement on September 28, 2010 (the “Second Amendment”); and 
 WHEREAS, the
parties mutually desire to further amend the Agreement; 
 NOW, THEREFORE, the parties hereto agree as follows, effective on the
date hereof: 
 Unless the context indicates otherwise, capitalized terms used but not defined in this Amendment shall have the
respective meanings assigned to them in the Agreement (as amended by the First and Second Amendment); 
  

	 	1.	Section 2(a) of the Agreement is amended to read as follows: 

 “(a) Severance Pay Following a Change in Control. In the event a Change in Control (as defined below) occurs and, within one (1) year thereafter, the employment of the Executive is terminated by
the Company for a reason other than for Cause (as defined below) or by the Executive for Good Reason (as defined below), then the Executive shall be entitled to receive the following as severance (i) a lump sum payment equal to his then current
base salary multiplied by two (2), and (ii) a lump sum payment equal to his target annual bonus for the year in which the Termination Date (as defined below) occurs. All amounts payable under (i) and (ii) above shall be paid within
thirty (30) days of the Termination Date. In addition, all of the Executive’s stock options, restricted stock or other outstanding and unvested equity compensation shall be immediately vested, such vested awards that were granted as
restricted stock shall be free of restrictions and such vested awards that were granted as options shall remain exercisable for a period of 6 months following the Termination Date (but not to exceed the original term of such awards).”

  

	 	2.	Section 2(b) of the Agreement is amended to read as follows: 

 “(b) Severance Pay Absent a Change in Control. In the event the employment of the Executive is terminated by the Company for a reason other than for Cause, then the Executive shall be entitled to
receive the following as severance (i) twelve (12) months of his current base salary, and (ii) an amount equal to his target annual bonus for the year in which the Termination Date (as defined below) occurs. All amounts payable under
(i) and (ii) above shall be paid in installments over a period of twelve (12) months in accordance with the Company’s normal payroll cycle. If in connection with such termination, the Executive receives WARN notice which entitles
him to 60 days of salary continuance and benefits (“WARN Benefits”) and the Company does not require the Executive to work during such 60 day time period, then the amount of severance under this Section 2(b)(i) and (ii) shall be
reduced by the amount of WARN Benefits received.” 







 The Agreement is affirmed, ratified and continued as amended by the First and Second Amendments and as
further amended hereby. 
 IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first written
above. 
  

									
	MODUSLINK GLOBAL SOLUTIONS, INC.	 		 		 	EXECUTIVE
					
	By:	 	  
	 		 		 	  

	Its:	 	Chairman of the Board of Directors	 		 		 	Peter L. Gray