ex10_2.htm


    
      

    

    
      Exhibit
10.2

      


      AMENDMENT NO. 1 TO
RESTRICTED STOCK UNIT AGREEMENT

      


      Amendment
No. 1, dated as of December 30, 2009 (this “Amendment”), to the Restricted Stock
Unit Agreement (the "Agreement") dated as of October 12, 2004 but effective as
of June 1, 2004, by and between SYSTEMAX INC., a Delaware corporation (the
"Company"), and GILBERT FIORENTINO (the "RECIPIENT").

      


      RECITALS

      


      WHEREAS,
pursuant to Section 8 of the Agreement, the Agreement may be amended by the
mutual written agreement of the Company and the Recipient; and

      


      WHEREAS,
the Company and the Recipient now desire to amend the Agreement as set forth in
this Amendment.

      


      NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereby agree as follows:

      


      1.          
  Amendment
to Section 4.  Section 4(a) (also referred to as Section 10(a))
of the Agreement is hereby amended by adding the following to the end
thereof:

      


      and
PROVIDED, FURTHER that for the purpose of this section, an event or events will
not constitute a Change in Control unless such event or events also constitute a
change in control under Section 409A of the Internal Revenue Code of 1986, as
amended, and the applicable Treasury Regulations.

      


      2.         
   Additional
Provisions.  The following provisions shall be added as
paragraphs (d) and (e) to Section 4 (also referred to as Section 10) of the
Agreement:

      


      (d)           Notwithstanding
anything else herein to the contrary, any payment or delivery of shares
scheduled to be made to the Recipient after Recipient’s termination of
employment shall not be made until the date six months after the date of the
termination of employment to the extent necessary to comply with Section
409A(a)(B)(i) and applicable Treasury Regulations.

      


      (e)           Any
payment or delivery of shares that is made within 30 days after the occurrence
of an event shall be deemed to have been made immediately upon the occurrence of
such event.

      


      3.            
Effectiveness.  This
Amendment shall be deemed effective as of the date first above written, as if
executed on such date.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect and shall be otherwise
unaffected.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.          
  Governing
Law.  This Amendment shall be deemed to be a contract made
under the laws of the State of Florida and for all purposes shall be governed by
and construed in accordance with the laws of such state applicable to contracts
to be made and performed entirely within such state.

      


      5.            
Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall for
all purposes be deemed an original, and all of which together shall constitute
but one and the same instrument.

      


      


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      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Restricted Stock Unit Agreement to be duly executed by their respective
authorized officers as of the date first above written.

      


      


      
        	 
      	
                SYSTEMAX
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      	 
      
	 
      	 
	 
      	 
      	 
      	
                By:
      Gilbert Fiorentino

              


      

      


      


      [Signature
Page to Amendment No. 1 to Restricted Stock Unit Agreement]

       

    

     

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