amendment to employment agreement


     

    EXHIBIT
      10.1

     

     

    AMENDMENT
      TO

    EMPLOYMENT
      AGREEMENT

     

    THIS
      AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”),
      dated
      as of March 3, 2006 is entered into by and between Merisel, Inc,. a Delaware
      corporation (the “Company”)
      and
      Donald R. Uzzi (the “Executive”).
      

     

    BACKGROUND

     

    The
      Company and the Executive entered into that certain employment agreement dated
      as of November 22, 2004 (the “Employment
      Agreement”).
      The
      parties to the Employment Agreement now desire to amend the Employment
      Agreement, as permitted in Section 17 of the Employment Agreement, as set forth
      in this Amendment. Capitalized terms used but not defined in this Amendment
      have
      the meaning given such terms in the Employment Agreement.

     

    NOW,
      THEREFORE, in consideration of the covenants and agreements set forth herein,
      the parties hereto agree as follows:

     

    1.  The
      first
      sentence of Section 1(a) is amended to read in its entirety as follows:


     

    The
      Executive shall serve as Chairman, President and Chief Executive Officer of
      the
      Company. 

     

    2.  The
      first
      sentence of Section 1(c) is amended as follows:

     

    The
      first
      sentence shall read: “The Executive’s principal place of employment shall be at
      the Company’s current location, 127 W. 30th
      Street,
      New York, New York, 10001 (the “Current Location”).

     

    The
      second sentence of Section 1(c) is deleted in its entirety.

     

    3.  A
      new
      sentence is added to Section 2 to read as follows:

     

    “The
      period from the Effective Date until November 22, 2007 is hereinafter referred
      to as the “Initial Term.”

     

    4.  The
      first
      sentence of Section 3(a) is amended in its entirety to read as follows:


     

    “The
      Company shall pay to the Executive an annual salary (the “Base Salary”) at the
      rate of $400,000 per year.”

     

    5.  The
      last
      sentence of Section 3(b) is deleted in its entirety.

     

    6.  A
      new
      last sentence is added to Section 3(c) to read as follows:

     

    “Any
      Annual Bonus shall be paid in the calendar year following the year in which
      such
      Annual Bonus is earned upon receipt of Audit Committee approval of financial
      statements for the prior year.”

     

    7.  The
      second to the last sentence of the first paragraph of Section 4(b) is amended
      in
      its entirety and a new sentence shall be added immediately after such sentence,
      to read as follows: 

     

    “All
      unvested Effective Date Stock Options shall immediately terminate, and all
      unvested Restricted Stock shall be immediately forfeited. All vested Effective
      Date Stock Options and vested Restricted Stock shall be immediately forfeited
      only if termination for Cause occurs prior to the end of the Initial Term.
      

     

    8.  A
      new
      proviso shall be added to the third sentence of Section 4(c) to read as
      follows:

     

    “;
      provided further that a pro rata portion (determined based on a fraction, the
      numerator of which is the number of days from the most recent anniversary of
      the
      Effective Date to the date of such termination and the denominator of which
      is
      365 days) of (x) the unvested Effective Date Stock Options in each Option
      Tranche and (y) the shares of Effective Date Restricted Stock that were
      scheduled to have vested on the anniversary of the Effective Date next following
      the date of termination shall become immediately vested.

    


    9.  Section
      4(e)(ii) is amended in its entirety to read as follows:

     

    “(ii) a
      lump
      sum payment equal to his Base Salary for a period commencing on the date of
      termination and ending on the twenty-four month anniversary of the date of
      termination.”

     

    10.  Section
      4(f)(ii) is amended in its entirety to read as follows:

     

    “(ii) a
      lump
      sum payment equal to his Base Salary for a period commencing on the date of
      termination and ending on the twenty-four month anniversary of the date of
      termination.”

    


    11.  A
      new
      Section 4(h) shall be added to the Agreement as follows:

     

    “Notwithstanding
      any contrary provision of Section 4, in the event Executive is due any payment
      in respect of bonus payments, such payments shall be made in a lump sum payment.
      Subject to Section 24, all payments shall be made within 30 days after the
      date
      of termination of employment. 

    


    12.  A
      new
      Section 23 shall be added as follows:

     

    “Section
      23. Indemnification.
      The
      Company shall indemnify the Executive in accordance with the provisions of
      a
      separate indemnity agreement entered into between the Company and the
      Executive.”

     

    13.  A
      new
      Section 24 shall be added as follows:

     

    “Section
      24. Compliance
      With Section 409A; Deferral of Certain Payments.
      Notwithstanding anything herein to the contrary, this Agreement shall at all
      times be operated in accordance with the requirements of Section 409A of the
      Internal Revenue Code of 1986, as amended (the “Code”). In particular, and
      without limiting the generality of the foregoing:

     

    (a) If
      any
      action taken hereunder in connection with any stock right, including the
      vesting, extension or renewal of the stock right, would result in the stock
      right becoming subject to the provisions of Section 409A of the Code, such
      action shall not be taken or shall be taken only to the extent that it will
      not
      result in the stock right becoming subject to Section 409A; and 

     

    (b) If
      the
      Executive, at the time of his “separation from service” from the Company, is a
“specified employee,” then to the extent any payment under this Agreement upon
      the Executive’s termination of employment is subject to Section 409A of the
      Code, no such payment shall be made for six (6) months following the Executive’s
“separation from service.” The terms “separation from service” and “specified
      employee” shall have the meanings set forth under Section 409A of the Code and
      the regulations and rulings issued thereunder.”

     

    14.  Except
      as
      affected by this Amendment, the Agreement is unchanged and continues in full
      force and effect. All references to the Agreement shall refer to the Agreement
      as amended by this Amendment. This Amendment shall be binding upon and inure
      to
      the benefit of each of the undersigned and their respective successors and
      permitted assigns.

     

    15.  This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together will constitute one and the same
      instrument. Delivery of an executed counterpart of a signature page to this
      Amendment by facsimile shall be as effective as delivery of a manually executed
      counterpart of this Amendment.

     

    16.  This
      Amendment shall be governed by and construed in accordance with the domestic
      laws of the State of Delaware (without giving effect to any choice or conflict
      of law provision).

     

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Amendment to be signed pursuant
      to
      the authority of its Board, and the Executive has executed this Amendment,
      as of
      the day and year first written above.

     

    
      	 	 	 
	 	MERISEL,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Allyson
              Vanderford
	 	
              

              Allyson Vanderford
	 	Title:
              Chief Financial Officer


      	 	 	 
	 	EXECUTIVE
	 
 	 
 	 
 
	 	By:  	/s/ Donald
              R.
              Uzzi
	 	
              

              Donald R. Uzzi