**Exhibit 10.1**

 

**EMPLOYMENT AGREEMENT**

** **

                THIS EMPLOYMENT AGREEMENT (this"Agreement") is made and entered into as of February 1, 2001 (the"Effective Date"), by and between MULTIPLE ZONES, INC., a Washingtoncorporation ("the Company"), and SCOTT KOERNER ("Employer").

 

                The parties agree as follows:

 

                1.                Employment.

 

                                1.1                Title andDuties.  Company hereby employsEmployee, and Employee hereby accepts such employment, on the terms andconditions set forth herein. Employee is employed as Executive Vice presidentand Chief Operating Officer, reporting to the President and Chief ExecutiveOfficer ("CEO") or such other officer as the Company's Board ofDirectors (the "Board") shall direct from time to time. At all times,Employee shall be subject to the direction of the Board. Employee shall havethe duties and responsibilities assigned by the CEO or the Board on theEffective Date and as may be assigned from time to time. Employee shall performfaithfully and diligently all duties assigned to Employee.

 

                                1.2                Full-timeand Best Efforts.  Employee willexpend Employee's best efforts on behalf of the Company, and will abide by allpolicies and decisions made by the Company, as well as all applicable federal,state and local laws, regulations or ordinances. Employee will act in the bestinterests of the Company at all times and will devote Employee's full businesstime and efforts to the performance of the Employee's assigned duties to theCompany.

 

                2.                Compensation.

 

                                2.1                Base Salary.  As compensation for Employee's performanceof Employee's duties hereunder, the Company shall pay to Employee an initialBase Salary of Two Hundred Seventy-Five Thousand Dollars ($275,000) per year,payable in accordance with the normal payroll practices of the Company, lessany amounts that the Company is required by applicable federal, state or locallaw to withhold there from on account of employment, income or other taxes. Inthe event that either party for any reason, terminates Employee's employmentunder this Agreement, Employee will earn the Base Salary prorated to the dateof termination.

 

                                2.2                ManagementIncentive Plan Participation. Employee shall be entitled to participate in the Company's ManagementIncentive Plan, as it may be amended or terminated from time to time, in the solediscretion of the Board.

 

                                2.3                Stock OptionAward.  Subject to the Board'sapproval, the Company shall grant to Employee's a nonqualified stock option topurchase up to 60,000 shares of the Company's Common Stock, under the Company's1993 Stock Incentive Plan (the "Plan") at an exercise price equal tothe fair market value of that stock on the date of grant. The option will besubject to the terms and conditions of the Plan and standard form of stockoption agreement, which Employee will be required to sign as a condition ofreceiving the option.

 

                                2.4                Performanceand Salary Review.  The Board or itsCompensation Committee shall periodically review the performances of Employeeon no less than an annual basis. The Board will make any adjustments to salaryand other compensation in its sole and absolute discretion.

 

                3.                Benefits.

 

                                3.1                CustomaryFringe Benefits.  Employee will beeligible for all customary and usual fringe benefits generally available toemployees of the Company, subject tot he terms and conditions of the Company'splan documents. Company reserves the right to change or eliminate the fringebenefits on a prospective basis, at any time, effective upon notice toEmployee.

 

                                3.2                Vacation.  Employee will be entitled to accrue vacationin accordance with the Company's vacation policy, but in no event willEmployee's vacation accrued be less than four (4) weeks per year. Employeeagrees to take vacation at mutually agreeable times.

 

                4.                BusinessExpenses.  Company will reimburseEmployee for all reasonable out-of-pocket expenses incurred in the performanceof Employee's duties on behalf of the Company. To obtain reimbursement,expenses must be submitted promptly with appropriate supporting documentationin accordance with the Company's policies.

 

                5.                Terms.

 

                                5.1                Initial Term.  The employment relationship formed pursuantto this Agreement shall be for an initial term commencing on the Effective Dateand continuing for a period of three (3) years following such date (the"Initial Term"), unless sooner terminated in accordance with theother provisions of this Agreement.

 

                                5.2                Renewal.  On completion of the Initial Term specifiedin subsection 5.1 above, this Agreement will expire unless the parties agree inadvance to renew this Agreement for a subsequent one-year term. In the eventthat the parties do not agree to renew this Agreement pursuant to this Section5.2, this Agreement will expire at the end of the current term.

 

                6.                Terminationof Employee's Employment.

 

                                6.1                Terminationfor Cause by the Company.  Althoughthe Company anticipates a mutually rewarding employment relationship withEmployee, the Company may terminate Employee's employment immediately at anytime for Cause. For purposes of this Agreement, "Cause" is definedas: (a) Employee's willful neglect of duties as determined in the sole andexclusive discretion of the Board; (b) Employee's failure or inability toperform the essential functions of the position, with or without reasonableaccommodation, due to a mental or physical disability, where such inabilitycontinues for a period or periods aggregating thirty (30) calendar days in any12-month period; (c) Employee's conviction or entry of a plea or nolocontendere for fraud, embezzlement, misappropriation, or any felony or any otheract of moral turpitude; (d) acts or omissions constituting gross negligence,recklessness or willful misconduct on the part of the Employee with respect toEmployee's obligations or otherwise relating to the business of the Company;(e) Employee's death; (f) Employee's material breach of this Agreement or theCompany's Employee Innovations and Proprietary Rights Assignments Agreement,following written notice and a 10-day opportunity to cure. In the event thatEmployee's employment is terminated in accordance with this subsection 6.1,Employee shall be entitled to receive only the Base Salary then in effect,prorated to the date of termination and any benefits and expense reimbursementsto which Employee is entitled by virtue of his prior employment by Company(collectively, the "Standard Entitlement"). All other Companyobligations to Employee pursuant to this Agreement will become automaticallyterminated and completely extinguished. Employee will not be entitled toreceive the Severance Payment described in Section 6.2 below or any partthereof.

 

                                6.2                TerminationWithout Cause by Company/Severance. The Company may terminate Employee's employment under this Agreementwithout Cause at any time upon written notice to Employee. In the event of suchtermination, Employee will receive the Standard Entitlements (as defined inSection 6.1 hereof), and a "Severance Payment" equivalent to one (1)year of Employee's Base Salary then in effect on the date of termination,payable in accordance with the Company's regular payroll cycle, provided thatthe Employee: (a) complies the all surviving provisions of this Agreement asspecified in subparagraph 15.9 below; and (b) executes a full and generalrelease, releasing all claims, known or unknown, that Employee may have againstCompany arising out of or related to Employee's employment or termination ofemployment with the Company. All other Company obligations to Employee pursuantto this Agreement will be automatically terminated and completely extinguished.

 

                                6.3                VoluntaryResignation by Employee Without Reason. Employee may voluntarily resign Employee's position with Company for anyreason or no reason on ninety (90) days' advance written notice to the Company.In the event of Employee's resignation under such circumstances, Employee willbe entitled to receive the Standard Entitlements, including salary and benefitsfor the ninety (90) day notice period, but no other salary or benefits for theremaining months of the current term, if any. All other Company obligations toEmployee pursuant to this Agreement will become automatically terminated andcompletely extinguished. In addition, Employee will not be entitled toreceive the Severance Payment described in subsection 6.2 above.

 

                                6.4                TerminationUpon a Change in Control.

 

                                                (a)                SeverancePackage.  If Employee's employmentis terminated by the Company within eighteen (18) months after a Change inControl (as that term is defined below), other than for Cause (as defined insubsection 6.1 above) or employee resigns for Good Reason (as defined below)during such period, Employee (i) shall be entitled to receive the SeverancePackage described in subsection 6.2 above, provided Employee complies with allthe conditions described in subsection 6.2 above, (ii) all options or otherrights to acquire Common Stock or other equity securities of the company or anysuccessor corporation then held by Employee shall immediately and automaticallyvest and become exercisable in full as to all such Common Stock and otherequity securities subject thereto, (c) all restrictions with respect tooutstanding shares of Common Stock and other equity securities under any plans,agreements, or other documents evidencing the options and other rights orpursuant to which the options and other rights were granted (other thanrestrictions on transfer under federal and applicable state securities laws),including, but not limited to contractual restrictions on transfer, rights ofrepurchase or first refusal in favor of the Company or any successor corporationand restrictions on certificates of such Common Stock and other equitysecurities (other than restrictions on certificates designed to ensurecompliance with federal and applicable state securities laws) shallautomatically terminate, and (c) such options and other rights shall remainexercisable until a period of eighteen (18) months has elapsed following theChange in Control or until the respective dates provided for exercise of suchoptions or other rights under any plans, agreements, or other documents bywhich they are evidenced, whichever is later, notwithstanding any term orprovision to the contrary in any plans, agreement, or other documentsevidencing the options and other rights or pursuant to which the options andother rights were granted.

 

                                                (b)                280G.  If, due to the benefits provided undersubsection 6.4(a) above, Employee is subject to any excise tax due tocharacterization of any amounts payable under subsection 6.4(a) as excessparachute payments pursuant to Section 4999 of the Internal Revenue code of1986, as amended (the "Code"), Employee may elect, in Employee's solediscretion, to reduce the amounts payable under subsection 6.4(a) in order toavoid any "excess parachute payment" under Section 280G(b)(1) of theCode.

 

                                                (c)                Change ofControl.  A Change of Control isdefined as any one of the following occurrences:

 

                                                                (i)                Any"person" (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934 (the "Exchange Act")), other than atrustee or other fiduciary holding securities of the Company under an employeebenefit plan of the company, becomes the "beneficial owner" (asdefined in Rule 13d-3 promulgated under the Exchange Act), directly orindirectly, of the securities of the Company representing 50% or more of (A)the outstanding shares of common stock of the Company or (B) the combinedvoting power of the Company's then-outstanding securities; or

 

                                                                (ii)                thesale or disposition of all or substantially all of the Company's assets (or anytransaction having similar effect is consummated); or

 

                                                                (iii)                theCompany is party to a merger or consolidation that results in the holders ofvoting securities of the Company outstanding immediately prior thereto failingto continue to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity) at least 50% of the combinedvoting power of the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation; or

 

                                                                (iv)                thedissolution or liquidation of the Company.

 

                                                (d)                Good Reason.  "Good Reason" shall be limited tothe happening within a period of eighteen (18) month following a Change inControl of one of the following without Employee's express written consent:

 

                                                                (i)                Amaterial reduction in the level of Employee's responsibilities for the Companyin comparison to the level thereof at the time of the Change of Control;

 

                                                                (ii)                Theassignment to Employee of a job title that is not of comparable prestige andstatus within the industry as Employee's job title at the time of the Change ofControl;

 

                                                                (iii)                Theassignment to Employee of any duties inconsistent with Employee's position withthe Company at the time of the Change of Control, other than pursuant toEmployee's promotion by the Company;

 

                                                                (iv)                Amaterial reduction in Employee's salary level;

 

                                                                (v)                Amaterial reduction in the overall level of employee benefits or perquisitesavailable to Employee at the time of the Change of Control or Employee's rightto participate therein, unless such reduction is nondiscriminatory as toEmployee;

 

                                                                (vi)                theCompany's requiring Employee to be based anywhere more than fifty (50) milesfrom the business location to which Employee normally reported for work at thetime of the Change of Control, other than for required travel in connectionwith the business of the Company not significantly greater than Employee'sbusiness travel obligations at the time of the Change of Control; or

 

                                                                (vii)                Anyof the foregoing events and conditions occurring prior to the Change of Controlwhich Employee reasonably demonstrates was at the request of a third party orotherwise arose in connection with or in anticipation of the Change of Control.

 

                                6.5                Terminationof Employment Upon Nonrenewal.  Inthe event that either party decides not to renew this Agreement for asubsequent one (1) year term in accordance with subparagraph 5.2 above, theAgreement will expire, Employee's employment with the Company will terminateand Employee will only be entitled to Employee's Base Salary paid through thelast day of the current term. All other Company obligations to Employeepursuant to this Agreement will become automatically terminated and completelyextinguished. Employee will not be entitled to the Severance Paymentdescribed in Section 6.2 above.

 

                7.                KeyMan Insurance.  Company shall havethe right to secure, in its own name or otherwise, and at its own expense,life, disability, accident or other insurance covering Employee, and Employeeshall have no right, title or interest in or to such insurance. Employee shallassist Company in procuring such insurance by submitting to reasonableexamination and signing such applications and other instruments as may berequired by the insurance carriers to which application is made for any suchinsurance.

 

                8.                NoConflict of Interest.  During theterm of Employee's employment with Company and during any period employee isreceiving payment from the Company. Employee must not engage in any work,paid or unpaid, that creates an actual or potential conflict of interest withCompany. Such work shall include, but is not limited to, directly or indirectlycompeting with Company in any way, or acting as an officer, director, employee,consultant, stockholder, volunteer, lender, or agent of any business enterpriseof the same nature as, or which is in direct competition with, the business inwhich Company is now engaged or in which Company becomes engaged during theterm of Employee's employment with Company, as may be determined by the Boardin its sole discretion. If the Board believes such a conflict exists during theterm of this Agreement, the Board may ask Employee to choose to discontinue theother work or resign employment with Company. If the Board reasonably believessuch a conflict exists during any period in which Employee is receivingpayments from the Company, the Board may ask Employee to choose to discontinuesuch work or forfeit the remaining severance payments. In addition, Employee agreesnot to refer any client or potential client of the Company to competitors ofCompany, without obtaining Company's prior written consent, during the term ofthe Employee's employment and during any period in which Employee is receivingpayments from the Company pursuant to this Agreement.

 

                9.                Confidentialityand Proprietary Information. Employee agrees to read, sign, and abide by the Company's EmployeeInnovations and Proprietary Rights Assignment Agreement, which is provided withthis Agreement and incorporated herein by reference.

 

                10.                Post-TerminationNon-Competition.

 

                                10.1                ConsiderationFor Promise To Refrain From Competing. Employee agrees that Employee's services are special and unique, thatthe Company's disclosure of confidential, proprietary information andspecialized training and knowledge to Employee, and that Employee's level ofcompensation and benefits and post-termination severance, as applicable, arepartly in consideration of and conditioned upon Employee not competing with theCompany. Employee acknowledges that such consideration for Employee's servicesunder this Agreement is adequate consideration for Employee's promisescontained within this section10.

 

                                10.2                Promise ToRefrain From Competing.  Employeeunderstands the Company's need for Employee's promise not to compete with theCompany is based on the following: (a) the Company has expended, and willcontinue to expend, substantial time, money and effort in developing itsproprietary information; (b) Employee will in the course of Employee'semployment develop, be personally entrusted with and exposed to suchproprietary information; (c) both during and after the term of Employee'semployment, the Company will be engaged in the highly competitive industry ofdirectly marketing computer products and technologies; (d) the Company providesproducts and services nationally and may provide products and servicesinternationally in the future; and (e) the Company will suffer great loss andirreparable harm if Employee were to enter into competition with the Company.Therefore, in exchange for the consideration described in subsection 10.1above, Employee agrees that for the period of one (1) year following the dateEmployee ceases to render services to the Company. Employee will not eitherdirectly or indirectly, whether as a owner, director, officer, manager,consultant, agent or employee: (i) work for a competitor, which is defined toinclude any company directly or indirectly engaged, or known to Employee to bepreparing to engage in the direct marketing of computer products, or engaged inany business that is directly competitive with any business the Company isengaged, or is known to Employee to be preparing to engage, at the time theEmployee's employment with the company terminates, other than the Company, inthe United States ("Restricted Business"); or (ii) make or hold anyinvestment in any Restricted Business in the United States, whether suchinvestment be by way of loan, purchase of stock or otherwise, provided thatthere shall be excluded from the foregoing the ownership of not more than 1% ofthe listed or traded stock of any publicly held corporation. For purposes ofthis section 10, the term "the Company" shall mean and include theCompany, any subsidiary or affiliate of the Company, any successor to thebusiness of the Company (by merger, consolidation, sale of assets or stock orotherwise) and any other corporation or entity of which Employee may serve as adirector, officer or employee at the request of the Company or any successor ofthe Company. Restricted Business' include, but are not limited to, CDW ComputerCenters, Inc., PC Connection, Inc., Insight Enterprises, Inc., IdeaMall, Inc,and MicroWarehouse.

 

                                10.3                Reasonablenessof Restrictions.  Employeerepresents and agrees that the restriction on competition, as to time,geographic area, and scope of activity, required by this section 10 arereasonable, do not impose a greater restraint than is necessary to protect thegoodwill and business interests of the company, and are not unduly burdensometo Employee. Employee expressly acknowledges that the Company competes on anationwide basis and that the geographical scope of these limitations isreasonable and necessary for the protection of the Company's trade secrets andother confidential and proprietary information. Employee further agrees thatthese restrictions mallow Employee an adequate number and variety of employmentalternatives, based on Employee's varied skills and abilities. Employeerepresents that Employee is willing and able to compete in other employment notprohibited by this Agreement.

 

                                10.4                Reformationif Necessary.  In the event a courtof competent jurisdiction determines a that the geographic area, duration, orscope of activity of any restriction under this section 10 and is subsectionsis unenforceable, the restrictions under this section and its subsections shallnot be terminated but shall be reformed and modified to the extent required torender them valid and enforceable. Employee further agrees that the court mayreform this Agreement to extend the one-year period of this covenant not tocompete by any amount of time equal to any period in which Employee is inbreach of this covenant.

 

                11.                Non-Solicitation.

 

                                11.1                Nonsolicitationof Customers or Prospects.  Employeeacknowledges that information about the Company's customers is confidential andconstitutes trade secrets. Accordingly, Employee agrees that during the term ofthis Agreement and for a period of one (1) year after the termination of thisAgreement, Employee will not, either directly or indirectly, separately or inassociation with others, interfere with, impair, disrupt or damage theCompany's relationship with any of its customers or customer prospects bysoliciting or encouraging others to solicit any of them for the purpose ofdiverting or taking away business from the Company.

 

                                11.2                Nonsolicitationof the Company’s Employees. Employee agrees that during the term of this Agreement and for a periodof one (1) year after the termination of this Agreement, Employee will not,either directly or indirectly, separately or in association with others,interfere with, impair, disrupt or damage the Company’s business by soliciting,encouraging or recruiting any of the Company’s employees or causing others tosolicit or encourage or recruit and of the Company’s employees to discontinuetheir employment with the Company.

 

                12.                Nondisparagement.  Upon termination of Employee’s employmentrelationship hereunder, the Company and Employee agree that, unless otherwiselegally required to do so, they will each at all times thereafter refrain fromdiscussing the circumstances relating to such termination and from disparaging,or describing in a derogatory light, the performance, capabilities, services,business practices, or ethics of the other (or of the officers, directors orcontrolling shareholders of the other.) This provision does not apply tostatements made by Employee to Employee’s immediate family or attorneys, or tostatements made by either party in legal proceedings in conjunction with legalactions to pursue rights and/or remedies under this Agreement.

 

                13.                RightTo Injunction Costs Of Enforcement. Employee acknowledges that the Company will suffer immediate andirreparable harm that will not be compensable by damages alone in the eventEmployee repudiates or breaches Section 9, 10, 11 or 12 or threatens orattempts to do so. In the event of any such breach or any threatened orattempted breach, Employee agrees that the Company, in addition to and not inlimitation of any other rights, remedies or damages available to it at law orin equity, shall be entitled to obtain temporary, preliminary and permanentinjunctions to prevent or restrain any such breach, and the Company shall not berequired to post a bond as a condition for the granting of such relief.

 

                14.                Agreementto Arbitrate.  To the fullest extentpermitted by law, Employee and Company agree to arbitrate any controversy,claim or dispute between them arising out of or in any way related to thisAgreement, the employment relationship between Company and Employee and anydisputes upon termination of employment, including but not limited to breach ofcontract, tort, discrimination, harassment, wrongful termination, demotion, discipline,failure to accommodate, family and medical leave, compensation or benefitsclaims, constitutional claims; and any claims for violation of any local, stateor federal law, statute, regulation or ordinance or common law. Claims forworkers’ compensation, unemployment insurance benefits and Company’s right toobtain injunctive relief pursuant to Section 13 above are excluded. For thepurpose of this agreement to arbitrate, references to “Company” include allparent, subsidiary or related entities and their employees, supervisors,officers, directors, agents, pension or benefit plans, pension or benefit plansponsors, fiduciaries, administrators, affiliates and all successors andassigns of any of them, and this agreement shall apply to them to the extentEmployee’s claims arise out of or relate to their actions on behalf of Company.

 

                                14.1                Consideration.  The mutual promise by Company and Employeeto arbitrate any and all disputes between them (except for those referencedabove) rather than litigate them before the courts or other bodies, providesthe consideration for this agreement to arbitrate.

 

                                14.2                Initiationof Arbitration.  Either party mayexercise the right to arbitrate by providing the other party with writtennotice of any and all claims forming the basis of such right in sufficientdetail to inform the other party of the substance of such claims. In no eventshall the request for arbitration be made after the date when institution oflegal or equitable proceedings based on such claims would be barred by theapplicable statute of limitations.

 

                                14.3                ArbitrationProcedure.  The arbitration will beconducted in Seattle, Washington by a single neutral arbitrator and inaccordance with the then current rules for resolution of employment disputes ofthe American Arbitration Association (“AAA”). The parties are entitled torepresentation by an attorney or other representative of their choosing. Thearbitrator shall have the power to enter any award that could be entered by ajudge of the trial court of the State of Washington, and only such power, andshall follow the law. In the event the arbitrator does not follow the law, thearbitrator will have exceeded the scope of his or her authority and the partiesmay, at their option, file a motion to vacate the award in court. The partiesagree to abide by and perform any award rendered by the arbitrator. Judgment onthe award may be entered in any court having jurisdiction thereof.

 

                                14.4                Costs ofArbitration. Each party shall bear one half the cost of the arbitrationfiling and hearing fees, and the cost of the arbitrator.

 

15.               General Provisions.

 

                                15.1                Assignment.  The rights and obligations of the Companyunder this this Agreement shall inure to the benefit of, and be binding upon,the successors and assigns of the Company. Employee shall not be entitled toassign any of Employee’s rights or obligations under this Agreement.

 

                                15.2                Waiver.  Either party’s failure to enforce anyprovision of this Agreement shall not in any way be constructed as a waiver ofany such provision, or prevent that party thereafter from enforcing each andevery other provision of this Agreement.

 

                                15.3                Severability.  In the event any provision of this Agreementis found to be enforceable by an arbitrator or court of competent jurisdiction,such provision shall be deemed modified to the extent necessary to allowenforceability of the provision as so limited, it being intended that theparties shall receive the benefit contemplated herein to the fullest extentpermitted by law. If a deemed modification is not satisfactory in the judgmentof such arbitrator or court, the unenforceable provision shall be deemeddeleted, and the validity and enforceability of the remaining provisions shallnot be affected thereby.

                                15.4                Interpretation:Construction.  The headings setfourth in this Agreement are for convenience only and shall not be used in theinterpreting this Agreement. Legal counsel representing Company has draftedthis Agreement, but Employee has participated in the negotiation of its terms.Furthermore, Employee acknowledges that Employee has had an opportunity toreview and revise the Agreement and have it reviewed by legal counsel, ifdesired, and, therefore, the normal rule of construction to the effect that anyambiguities are to be resolved against the drafting party shall not be employedin the interpretation of this Agreement.

 

                                15.5                Employee’sLikeness.  Company shall have theright but not the obligation to use the Employee’s name or likeness for anypublicity or advertising purpose during the term of Employee’s employment withCompany.

 

                                15.6                GoverningLaw.  This Agreement will begoverned by and construed in accordance with the laws of the United States andthe State of Washington. Each party consents to the jurisdiction and venue ofthe state of federal courts in Seattle, Washington, if applicable, in anyaction, suit, or proceeding arising out of or relating to this Agreement.

 

                                15.7                Attorneys’Fees.  The prevailing party in anyaction to enforce its rights under this Agreement shall be entitled to recoverfrom the other party its reasonable attorneys’ fees and costs, including andcosts incurred on appeal.

 

                                15.8                Notices.  Any notice required or permitted by thisAgreement shall be in writing and shall be delivered as follows with noticedeemed given as indicated:  (a) bypersonal delivery when delivered personally; (b) by overnight courier uponwritten verification of receipt; (c) by telecopy or facsimile transmission uponacknowledgement of receipt of electronic transmission; or (d) five (5) daysfollowing deposits in the U.S. Mail, certified or registered mail, postageprepaid and return receipt requested. Notice shall be sent to the addresses setforth below, or such other address as either party may specify in writing.

 

 

| **If to the Company, to:** | Multiple  Zones, Inc.  707 South Grady Way  Renton, Washington 98055-3233                                                 |
|----------------------------|---------------------------------------------------------------------------------------------------------------------------|
|                       |                                                                                                                      |
| **If to Employee, to:**    | Scott  Koerner  [                  ] |

 

                                15.9                Survival.  Sections 8 (“No Conflict of Interest”), 9(“Confidentiality and Proprietary Information”), 10 (“Post-TerminationNon-Competition”), 11 (“Nonsolicitation”), 12 (“Nondisparagement”), 15(“General Provisions”) and 16 (“Entire Agreement”) of this Agreement shallsurvive Employee’s employment by Company.

 

                16.                EntireAgreement.  This Agreement,including the Company’s Employee Innovations and Proprietary Rights AssignmentAgreement incorporated herein by reference and the Plan and related optiondocuments described in Subsection 2.3, constitutes the entire agreement betweenthe parties relating to this subject matter and supersedes all prior orsimultaneous representations, discussions, negotiations, and agreements,whether written or oral. This Agreement may be amended or modified only withthe written consent of Employee and the Board. No oral waiver, amendment ormodification will be effective under any circumstances whatsoever.

 

THE PARTIES TO THIS AGREEMENTHAVE READ THE FOREGOING AGREEMENT, AND FULLY UNDERSTAND EACH AND EVERYPROVISION CONTAINED HEREIN, WHEREFORE, THE PARTIES HAVE EXECUTED AND MADE THISAGREEMENT EFFECTIVE AS OF THE DATE SET FORTH ABOVE.

 

| “The  Company” | **MULTIPLE ZONES, INC.**              |
|--------------------------|---------------------------------------|
|                     |                                  |   |
|                     | By                                    |   /s/   Firoz H. Lalji |
|                     |                                  | Firoz H.  Lalji, President and CEO |
|                     |                                  |   |
| “Employee”     |    /s/   Scott Koerner |
|                     | **Scott  Koerner**                    |