Exhibit 10.35




 




EXECUTIVE EMPLOYMENT AGREEMENT




 




This EMPLOYMENT AGREEMENT

(“Agreement”) is executed as of the 20th day of April, by and

between KATHY PEREZ, an individual (“Employee”), EN POINTE TECHNOLOGIES SALES,

INC., a Delaware corporation (the “Company”), with reference to the following

facts:




 




A.            Employee is an individual possessing unique

management and executive talents of value to the Company and had been a Vice

President-Business Development.




 




B.            The Company desires to continue the

employment of Employee as the Vice President-Commercial Sales for the Company,

and Employee desires to accept such employment, all on the terms and conditions

set forth in this Agreement.




 




AGREEMENT




 




In consideration of the foregoing recitals

and of the covenants and agreements herein, the parties agree as follows:




 




1.               Term.  The Company hereby engages Employee to

perform her duties and render the services set forth in Section 2 for a

period commencing on March 18, 2002 (the “Effective Date”) and ending on March

17, 2003, (the “Employment Period”) and Employee hereby accepts said employment

and agrees to perform such services during the Employment Period. Unless this

Agreement is terminated pursuant to Section 4 or unless either party gives the

other written notice to the contrary prior to expiration date, this Agreement,

together with any changes which have occurred during the employment period then

expiring, shall automatically renew at the end of the Employment Period on a

month-to-month basis.




 




2.               Duties.




 




2.1.           Vice President-Commercial

Sales: Performing executive work of importance to the Company, with the

primary focus being the acquisition of targeted customers in support of the

Company’s profitable growth and financial objectives.  During the Employment Period, Employee shall devote her full

business time and attention to performing her duties as Vice

President-Commercial Sales for the Company. 

She shall: 1) continue to build and supervise assigned sales teams to

profitably sell the company’s products and services to customers of the

Company; 2) manage the overall direction, coordination, and evaluation of

assigned sales teams to achieve or exceed both the gross margin and gross

revenue targets of the Company; 3) assist the Senior Vice President-Sales in

formulating and administering Company policies; 4) obtain profitable sales

through supervision and direction of assigned sales management and sales staff;

5) review and analyze the activities, costs, operations of assigned markets to

define and to track their




 





























 




progress toward achieving their goals and objectives;

6) carry out supervisory responsibilities in accordance with Company policies,

and applicable laws; 7) interview, hire and train sales managers and staff; 8)

plan, assign and direct the work of sales managers and staff, appraise their

performance, reward and discipline them, and address their complaints; 9) open

new markets as assigned; 10) submit all required documentation in a timely

manner. The above description of duties in non-exhaustive. Employee shall work

out of the Company’s headquarters and shall report to the Senior Vice

President-Sales.




 




2.2.           Employee recognizes that the Board of Directors of the Company may be

required under its fiduciary duty to the Company and to its stockholders to

eliminate the position of Vice President-Commercial Sales of this Company or to

appoint a different person as such officer of this Company. The parties agree

however, that any such elimination or replacement of Employee by the Company,

other than pursuant to Section 4 or Section 7.4 hereof, shall constitute a

termination of Employee’s employment hereunder by the Company without cause.




 




3.               Company Policies.  Employee will be subject to and agrees to

adhere to all of Company’s policies which are generally applicable to En

Pointe’s employees, including but not limited to, all policies relating to

standards of conduct, conflicts of interest and compliance with the Company’s

rules and obligations.  To the extent

there is a conflict between the terms of a general Company policy and a term of

this Agreement, the specific term of the Agreement shall govern.




 




4.               Change of Control. 

Notwithstanding the terms of Section 2 above, if the Company or a

significant portion thereof is sold or merged or undergoes a change of control

transaction (as defined in the form of Parent’s Stock Option Agreement, a copy

of which shall be made available upon Employee’s written request), this

Agreement shall survive consummation of such transaction and shall continue in

effect for the remainder of the Employment Period, but Employee shall serve as

an officer of the entity which succeeds to the business or a substantial

portion of the business of the Company, and in such case shall bear a suitable

title and perform the duties and functions of such office of such publicly

traded or privately held successor, consistent with those customarily performed

by an officer of such a unit, division or entity comparable to the then

business of the Company, unit, division or entity.  Employee may be required to accept greater or lesser

responsibility by any successor, and agrees to fully cooperate and assist in

any resulting transition for up to the remainder of the Employment Period; and

any adjustments required of Employee to complete the transition to any successor,

unit, division or entity, shall not violate this Agreement so long as “good

reason” does not arise under Sections 8.2(iii).




 




5.               Conflict of Interest.




 




5.1.           Employee agrees that during the course of her employment, she will not,

directly or indirectly, compete with En Pointe Technologies in any way, nor

will Employee act as an officer, director, employee, consultant, shareholder,

lender or agent of any entity which is engaged in any business in which En

Pointe Technologies is now engaged or in which




 




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En Pointe Technologies

becomes engaged during the term of her employment.  Any apparent conflict of interest must be disclosed to the En

Pointe Technologies Vice President-Human Resources for evaluation either at

time of employment or at the time that a conflict becomes known or suspected.




 




5.2.           Employee agrees that during the term of employment and for a period

forever thereafter, Employee will not, directly or indirectly, compete unfairly

or illegally with the Company in any way, or usurp any Company opportunity in

any way. “Unfair” or “illegal” competition prohibited under this Section 5

includes – but is not limited – to:




 




5.2.1.       Misleading advertising, use of En Pointe’s

publicity in a misleading manner, interfering with the business of En Pointe

Technologies, misuse of confidential information belonging to En Pointe

Technologies, and wrongful appropriation of any En Pointe Technologies trade

secrets.




 




5.2.2.       Soliciting En Pointe Technologies’ client,

vendors or customers with confidential information obtained from En Pointe

Technologies.




 




5.2.3.       Soliciting clients, vendors or customers from

any trade secret list of En Pointe Technologies customers.




 




5.2.4.       Breach of an employment covenant not to use

En Pointe’s trade secrets to compete.




 




5.2.5.       Use of deceptive or unfair methods to induce

En Pointe Technologies’ employees to leave.




 




5.2.6.       Divulging confidential matters or trade

secrets to a competitor – or others – after termination of employment.




 




5.3.           Employee further agrees that during the term of employment and for a

period of six (6) months thereafter, she shall not:




 




5.3.1.       Lawfully compete with En Pointe Technologies

in the state in which she was employed.




 




5.3.2.       Contact, solicit or cause to be contacted or

solicited, by telephone, fax, letter, visit, mailer or any other communication

medium, any client of En Pointe Technologies with which Employee  had contact during his employment.




 




5.4.           Employee also agrees that during the term of

employment and for a period of six (6) months thereafter, Employee will not,

directly or indirectly, whether on his own behalf or on behalf of another:




 




5.4.1.       Offer employment or a consulting agreement

to any Company employee.




 




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5.4.2.       Actually employ or grant a consulting

assignment to a Company employee.




 




5.4.3.       Contact or solicit

any of Company’s clients to do business with any other

entity other than the Company.




 




6.               Compensation.  As

compensation for his services to be performed hereunder, the Company shall

provide Employee with the following compensation and benefits:




 




6.1.           Base Salary.  Employee’s base salary shall

be $150,000.00 per year, paid semi-monthly and in accordance with such Company

payroll practices as are in effect from time to time, and subject to such

withholding as is required by law.




 




6.1.1.       As used in this Agreement, “pre-tax net

income” shall mean positive pre-tax income of the Company (after including the

accrued cost of any bonuses paid to Company executives under this Section 6).




 




6.1.2.       Prior Earnings.  Employee recognizes that she has been paid all salary, wages and

commissions due her through March 15, 2002 inclusive and Employee releases the

Company of all claims through that date

via a Settlement and General Release executed under separate cover and

incorporated herein by reference.




 




6.2.           Bonus.  Employee shall be eligible for quarterly

bonus at the sole discretion of the Company’s CEO and Board of Directors.  Any quarterly bonus considered under this

Agreement shall be further subject to the condition that the Company’s

cumulative pre-tax net income (as defined in Section 6.1.1 above) is positive

at time of bonus consideration.  The CEO

may elect to waive the aforementioned profitability requirement for bonus in

any given quarter; however, any such waiver shall be in writing and further

subject to Section 10.4 of this Agreement. If any bonus is declared or paid, it shall be subject to such

withholding as is required by law.




 




6.3.           Benefits.




 




6.3.1.       Vacation. 

Employee shall be entitled to vacation time as he has accrued each pay period since his date of hire,

less any vacation taken, as follows: (i) for years 1 to 5 since his date of

first hire, 3.34 hours accrued per pay period (24 pay periods per year),

subject to 80 hours per year maximum; (ii) for years after 5 since his date of

first hire, 5 hours accrued per pay period (24 pay periods per year), subject

to 120 hours per year maximum. In the event Employee does not use such

vacation, he shall receive, upon termination of the Employment Period, vacation

pay for all unused vacation calculated as having accrued at the applicable base

salary for each relevant period of his employment. However, Employee shall

endeavor to take vacation time in the year in which it is allocated to him.




 




6.3.2.       Business Expenses.  The Company shall reimburse Employee for all

reasonable business expenses incurred by Employee in the course of performing

services for




 




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the Company and in compliance with procedures

established from time to time by the Company.




 




6.3.3.       Other Benefits.  Company shall provide Employee with other

such employment benefits - such as 401(k) participation, medical insurance and

disability insurance - on the terms and to the extent generally provided by the

Company to its employees.




 




6.3.4.       Stock Options. Although no stock options are offered or

granted under this Agreement, it

does not alter or negate any Stock Option provisions made in prior agreements

between this Employee and the Company.




 




6.3.5.       Other Persons.  The

parties understand that other officers and employees may be afforded payments

and benefits and employment agreements which differ from those of Employee in this Agreement; but Employee’s compensation and

benefits shall be governed solely by the terms of this Agreement, which shall

supersede all prior understandings or agreements between the parties concerning

terms and benefits of employment of Employee with the Company.  Other officers or employees shall not become

entitled to any benefits under this Agreement.




 




7.               Termination.




 




7.1.           Termination by

Reason of Death or Disability.  The

Employment Period shall terminate upon the death or permanent disability (as

defined below) of Employee.




 




7.2.           Termination by

Company.




 




7.2.1.       The Company may terminate the Employment

Period for “cause” by written notice to Employee.




 




7.2.2.       The Company may terminate the Employment

Period for any other reason, with or without cause, by written notice to Employee.




 




7.3.           Termination by

Employee.




 




7.3.1.       Employee may terminate the Employment Period

for “good reason” at any time by written notice to the Company.




 




7.3.2.       Employee may terminate the Employment Period

for any other reason by written notice to the Company.




 




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7.4.           Severance Pay.




 




7.4.1.       A cash severance payment equal to six (6)

months’ total base salary, at the rates set forth herein, shall be paid if all

three (3) of the following conditions are met:




 




7.4.1.1.                                    The

Employee’s Employment Period is terminated

on or before April 30, 2005;




 




7.4.1.2.                                    At time of the Employee’s termination,

Attiazaz “Bob” Din is no longer President for the Company; and




 




7.4.1.3.                                    The Employee’s Employment Period is

terminated by the Company without cause or is terminated by Employee with good

reason or if the Employment Period

is terminated because of the death or disability of Employee pursuant to

Section 7.1; and




 




7.4.2.       No severance will be paid to the Employee if

one or more of the following conditions apply:




 




7.4.2.1.                                    Attiazaz “Bob” Din

remains President for the Company; and/or




 




7.4.2.2.                                    Termination of

employment occurs on or after May 1, 2005; and/or




 




7.4.2.3.                                    Termination prior

to May 1, 2005 does not meet all of the criteria outlined in Section 7.4.1

above.




 




7.4.3.       Payment of any severance under Section 7 of

this Agreement shall be in exchange for executing a Settlement and General

Release of all claims.




 




8.               Certain

Definitions.  For purposes of this

Agreement:




 




8.1.           The term “cause” shall mean those acts

identified in Section 2924 of the California Labor Code, as that section

exists on the date of this Agreement, to wit, any willful breach of duty by the

Employee in the course of his employment, or in case of his habitual neglect of

his duty or continued incapacity to perform it.




 




8.2.           The term “good reason” shall mean the

occurrence of one or more of the following events without the Employee’s

express written consent; (i) removal of Employee from the position and

responsibilities as set forth under Section 2 above; (ii) a material

reduction by the Company in the kind or level of employee benefits to which

Employee is entitled immediately prior to such reduction with the result that

Employee’s overall benefit package is significantly reduced; or, (iii) any

material breach by the Company of any material provision of this Agreement

which continues uncured for thirty (30) days following written notice thereof.




 




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8.3.           The term “permanent disability” shall mean

Employee’s incapacity due to physical or mental illness, which results in

Employee being absent from the performance of his duties with the Company on a

full-time basis for a period of six (6) consecutive months.  The existence or cessation of a physical or

mental illness which renders Employee absent from the performance of his duties

on a full-time basis shall, if disputed by the Company or Employee, be

conclusively determined by written opinions rendered by two qualified physicians,

one selected by Employee and one selected by the Company.  During the period of absence, but not beyond

the expiration of the Employment Period, Employee shall be deemed to be on an

unpaid disability leave of absence. 

During the period of such disability leave of absence, the Board of

Directors may designate an interim officer with the same title and

responsibilities of Employee on such terms as it deems proper.




 




9.               Employee Benefit

Plans.  Any employee benefit plans in

which Employee may participate pursuant to the terms of this Agreement shall be

governed solely by the terms of the underlying plan documents and by applicable

law, and nothing in this Agreement shall impair the Company’s right to amend,

modify, replace, and terminate any and all such plans in its sole discretion as

provided by law.  This Agreement is for

the sole benefit of Employee and the Company, and is not intended to create an

employee benefit plan or to modify the terms of any of the Company’s existing

plans.




 




10.         Miscellaneous.




 




10.1.                                Arbitration/Governing

Law.  To the fullest extent permitted by law, any

dispute, claim or controversy of any kind (including but not limited to tort,

contract and statute) arising under, in connection with, or relating to this

Agreement or Employee’s employment, shall be resolved exclusively by binding

arbitration in Los Angeles County, California in accordance with the commercial

rules of the American Arbitration Association then in effect.  The Company and Employee agree to waive any

objection to personal jurisdiction or venue in any forum located in Los Angeles

County, California.  No claim, lawsuit

or action of any kind may be filed by either party to this Agreement except to

compel arbitration or to enforce an arbitration award; arbitration is the

exclusive dispute resolution mechanism between the parties hereto.  Judgment may be entered on the arbitrator’s

award in any court having Jurisdiction. 

The validity, interpretation, effect and enforcement of this Agreement

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




 




10.2.                                Assignment.  This Agreement shall inure to the benefit of

and shall be binding upon the successors and the assigns of the Company, and

all such successors and assigns shall specifically assume this Agreement.  Since this Agreement is based upon the

unique abilities of, and the Company’s personal confidence in Employee,

Employee shall have no right to assign this Agreement or any of his rights

hereunder without the prior written consent of the Company.




 




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10.3.                                Severability.  If any provision of this Agreement shall be

found invalid, such findings shall not affect the validity of the other

provisions hereof and the invalid provisions shall be deemed to have been

severed herefrom.




 




10.4.                                Waiver of Breach.  The waiver by any party of the breach of any

provision of this Agreement by the other party or the failure of any party to

exercise any right granted to it hereunder shall not operate or be construed as

the waiver of any subsequent breach by such other party nor the waiver of the

right to exercise any such right.




 




10.5.                                Entire Agreement.  This Agreement, together with the plans

referred to in Section 5, contains the entire agreement of the parties,

and supersede any and all agreements, wither oral or written, between the

parties hereto with respect to any employment by En Pointe Technologies in any

manner whatsoever.  Each party to this

Agreement acknowledges that no representations, inducements, promises or

agreements, orally or otherwise, have been made by any party, or anyone acting

on behalf of any party which are not embodied herein, and that no other

agreement, statement or promise not contained in this Agreement shall be valid

or binding.  This Agreement may not be

changed orally but only by an agreement in writing signed by the parties.




 




10.6.                                Notices.  Any notice required or permitted to be given

hereunder shall be in writing and may be personally served or sent by United

States mail, and shall be deemed to have been given when personally served or

two days after having been deposited in the United States mail, registered or

certified mail, return receipt requested, with first-class postage prepaid and

properly addressed as follows.  For the

purposes hereof, the addresses of the parties hereto (until notice of a change

thereof is given as provided in this Section 10.6) shall be as follows:




 




	

  If to Employee:


  	

   


  	

  Kathy

  Perez


  16478 Eugenia Way


  Los Gatos, CA 95030


  
	

   


  	

   


  	

   


  
	

  If

  to the Company:


  	

   


  	

  En

  Pointe Technologies, Inc.


  100 N. Sepulveda Blvd., 19th Floor


  El Segundo, CA  90245


  Attention:  VP-HR


  





 




10.7.                                Headings.  The paragraph and subparagraph headings

herein are for convenience only and shall not affect the construction hereof.




 




10.8.                                Further Assurances.  Each of the parties hereto shall, from time

to time, and without charge to the other parties, take such additional actions

and execute, deliver and file such additional instruments as may be reasonably

required to give effect to the transactions contemplated hereby.




 




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10.9.                                Counterparts.  This Agreement may be executed

simultaneously in any number of counterparts, each of which shall be deemed an

original but all of which together shall constitute one and the same

instrument.




 




10.10.                          Separate Counsel.  The Company has been represented by counsel

in the negotiation and execution of this Agreement and has relied on such

counsel with respect to any matter relating hereto.  The Employee has been invited to have her own counsel review and

negotiate this Agreement and Employee has either obtained her own counsel or

has elected not to obtain counsel.




 




IN

WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day

and year first above written.




 




	

  “Employee”


  	

   


  	

  For “Company”


  EN POINTE

  TECHNOLOGIES SALES, INC.


  
	

  Name

  (Print):


  	

  Kathy Perez


  	

   


  	

  Robert D. Chilman


  
	

  Signature:


  	

  /s/

  Kathy Perez


  	

   


  	

  /s/

  Robert D. Chilman


  
	

  Title:


  	

  Vice President-Commercial Sales


  	

   


  	

  Vice President-Human Resources


  





 




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