EX-10.1






Exhibit 10.1




EMPLOYMENT AGREEMENT



This AGREEMENT is made on 1 November 2008, between Brightpoint Australia Pty Ltd. (the “Employer”
or the “Company”), and Raymond Bruce Thomlinson (the “Employee”).




RECITALS



The Employer has agreed to employ the Employee as President of the Brightpoint Asia Pacific
Division and shall have the title of the President of Brightpoint Asia Pacific and as on the terms
and conditions set out in this Agreement.





	1.	 	Term
	 
	a.	 	The term of this agreement will commence on 1 November 2008 and, subject to paragraph 1.b, will
continue until 31 December 2013 (the “Initial Term”). This agreement will automatically renew after
the Initial Term for successive one (1) year periods unless terminated in accordance with Paragraph
6 of this Agreement.
	 
	b.	 	Either Employer or Employee may, at any time after 31 December 2009, provide written
notice, effective ninety (90) days after receipt, to convert Employee’s status to an
independent contractor for Employer, performing the duties of a consultant, and terminate
his status as an employee with Employer. Employee’s time spent performing his duties and
role as a Consultant will not exceed twenty (20) hours per calendar month. Brightpoint’s
CEO or his designee shall determine the duties and role of Consultant. The total
compensation that Employee or Employee’s nominated company shall receive as a Consultant
shall be Two-Hundred Thousand US Dollars ($200,000) per calendar year. The term of the
Consultant’s engagement (“Consultancy Term”) shall be either for a.) the remaining years
on this agreement, as stated in Paragraph 1(a), or b.) three (3) years, whichever is
greater. Employer shall have the option to extend Consultancy Term for up to an additional
two (2) years. Any then existing Long-Term Incentive equity grants (“LTI”) shall continue
to vest during the Consultancy Term. The non-competition, confidentiality and
non-solicitation provisions of the
Employment Agreement shall continue in full effect and be extended by the Consultancy Term.
	 
	2.	 	Title and Duties
	 
	a.	 	During the term of this Agreement, the Employee will hold the title of President of
Brightpoint Asia
Pacific or any such other title as may be assigned to him from time to time by the Chief
Executive Officer (“CEO”) of Brightpoint, Inc. (“Brightpoint”) or his designee, from time
to time. The





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Employee agrees to carry out such reasonable duties and responsibilities as are assigned to
him from time to time by the CEO or his designee, from time to time. The Employee will
report directly to the CEO, or at the CEO’s direction, his designee, from time to time.
Any duties and responsibilities assigned to the Employee from time to time must be
reasonably related or consistent with his position and status as President of Brightpoint
Asia Pacific.




	b.	 	The Employee agrees to devote all of his business time, attention, knowledge and
skills faithfully, diligently and to the best of his ability, in furtherance of the
business and activities of the Company.
The Employee will perform his duties in Australia or such other locations as determined
from time to time by the CEO or his designee from time to time. It is anticipated that
approximately sixty percent (60%) of Employee’s time will be spent in Australia and up to
forty percent (40%) in various other international markets, including, without limitation,
the United States and Europe. The Employee agrees to travel to various locations in
connection with the business of the Company as and when directed by the CEO or his
designee, from time to time. The Employee acknowledges and agrees that a significant amount
of international travel is required to carry out his duties under this Agreement.
	 
	3.	 	Compensation
	 
	a.	 	From 1 January 2009 until 31 December 2010, the Employer will pay the Employee a base
salary at the rate of Six-Hundred Thirty-Two Thousand Eight-Hundred and Sixty-Five
Australian Dollars (Au$632,865) per annum gross, inclusive of statutory superannuation
(the “Salary”), payable in equal installments bi-weekly, or at such other times as may
mutually be agreed upon between the Employer and the Employee. The Salary may be increased
or decreased, from time to time, as may be mutually agreed upon, in writing, between the
Employer and the Employee.
The CEO of Brightpoint will recommend to Brightpoint’s Compensation and Human Resources
Committee to increase Employee’s base salary for the 2009 calendar year in the amount of
Thirty Thousand Four-Hundred and Seventy-Three Australian Dollars (Au$30,473).
	 
	b.	 	Commencing 1 January 2009, in addition to the Salary, the Employee may be entitled to such
discretionary cash bonuses and other discretionary compensation in the form of stock, stock options
or other property or rights as may, from time to time, be awarded to him at the sole discretion of
the Employer during or in respect of his employment. The discretionary bonuses may be based, in
whole or part, on the results and performance of the Employee and the overall results and
performance of Brightpoint.




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	c.	 	Commencing 1 January 2009, in addition to the Salary, the Employee will be eligible to
participate in the Employer’s Annual Executive Bonus Plan at the sole discretion of the Employer
during or in respect of his employment, subject to and as approved from time to time by the
Compensation and Human Resources Committee of the Board of Directors.
	 
	d.	 	Commencing 1 January 2009, in addition to the Salary, the Employee will be eligible to
participate in the Employer’s Annual LTI Plan at the sole discretion of the Employer during or in
respect of his employment and as determined by the Compensation and Human Resources Committee of
the Board of Directors. LTI awards will be distributed through Restricted Stock Units (“RSUs”) and
are subject to forfeiture, in full or in part, if certain objectives are not met.
	 
	4.	 	Benefits
	 
	a.	 	From 1 January 2009 until 31 December 2013, the Employee will not receive or participate in any
existing or future benefits and plans that the Company may, from time to time, institute during
such period, including, without limitation, health benefits.
	 
	b.	 	During the term of this Agreement, the Employee will be entitled to twenty-eight (28) days of
paid annual leave in each calendar year. The CEO of the Company or his designee may require the
Employee to take any accrued but untaken annual leave by giving one (1) month’s notice.
	 
	5.	 	Travel Expenses




All of Employee’s travel (excluding any personal travel) and other expenses incurred by the
Employee on behalf of the Company will be paid by the Employer; provided that such expenses are
incurred and approved in accordance with the Company’s policies. If the Employee pays any such
expenses in the first instance, the Employer will reimburse him on presentation of appropriate
receipts for any such expenses in accordance with the Company’s policies. Any expenses in excess of
Ten Thousand US Dollars ($10,000) per calendar quarter must be approved in writing in advance by
the CEO or his designee. These payments and any associated fringe benefit tax or other taxes for
which the Company becomes liable will not form part of the Salary.





	6.	 	Termination




The Employee’s employment under this Agreement may be terminated on the following circumstances:






	6.1	 	Death





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The Employee’s employment under this Agreement will terminate upon his death.





	6.2	 	Disability




If, as a result of the Employee’s incapacity due to physical or mental illness, the Employee is
absent from his duties under this Agreement for forty-five (45) consecutive calendar days during
any calendar year, the Employer may terminate the Employee’s employment under this Agreement.





	6.3	 	Cause




The Employer may terminate the Employee’s employment under this Agreement without notice for Cause.
For purposes of this Agreement, the Employer will have “Cause” to terminate the Employee’s
employment under this Agreement if the Employee: (a) fails to perform any or all of his duties
under this Agreement, after reasonable notice from the Employer to the Employee to rectify such
failure to perform and only where such failure relates to a material duty, (b) engages in
misconduct which is detrimental or injurious to the Employer, monetarily or otherwise, (c) is
charged with an indictable offence, or (d) violates the Company’s Policies and Procedures.





	6.4	 	Any Other Reason




After 31 December 2009, either party may terminate this Agreement for any other reason (i.e., other
than as specified in Subparagraphs 6.1, 6.2 and 6.3), and to convert Employee’s status to an
independent contractor on the terms set out in Paragraph 1.b,by providing ninety (90) days’ notice
in writing. The Company may also terminate this Agreement under this subparagraph and convert
Employee’s status to an independent contractor on the terms set out in Paragraph 1.b by providing a
payment of ninety (90) days’ remuneration in lieu of notice. In the event that the Company effects
such a termination pursuant to this subparagraph and the Employee executes a normal release of
claims, the Company agrees to pay the Employee a lump sum of Five-Hundred Thousand US Dollars
(US$500,000), less any required taxes and to engage Employee or Employee’s nominated company as a
Consultant pursuant to Paragraph 1.b..





	7.	 	Notice of Termination




Any termination of the Employee’s employment by the Employer or by the Employee (other than
termination by reason of the Employee’s death) must be communicated by written notice of
termination to the other party of this Agreement.





	8.	 	Compensation Upon Termination





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	a.	 	If the Employee’s employment is terminated by reason of his death, the Employer will pay to such
person as he may designate in writing filed with the Employer, or if no such person is designated,
to his estate as a lump sum benefit, his full Salary to the date of his death in addition to
statutory entitlements.
	 
	b.	 	During any period that the Employee fails to perform his duties as a result of incapacity due to
physical or mental illness, the Employee will, on production of medical reports satisfactory to the
Company, continue to receive his Salary until the Employee’s employment is terminated pursuant to
Subparagraph 6.2 of this Agreement and for one month thereafter.
	 
	c.	 	If the Employee’s employment shall be terminated for Cause, the Employer shall pay the Employee
his full Salary through the Date of Termination, at the rate in effect at the time that Notice of
Termination is given together with the Employees statutory entitlements, and the Employer shall,
assuming the Employer is in compliance with the provisions of this Agreement, have no further
obligations with respect to this Agreement.
	 
	9.	 	Confidentiality
	 
	a.	 	The Employee must not, either during the continuance of his employment under this
Agreement
(except in the proper course of his duties) or thereafter, divulge to any person or use for
any purpose other than those of the Company, and must use his best endeavors to prevent the
disclosure of, any trade secret, industrial process or any information concerning the
business or finances of the Company or of any of the dealings, transactions or affairs
which may come to his knowledge during or in the course of his employment, other than
information which is freely available to the public, and except to the extent that the
Employee is required to disclose that information by law.
	 
	b.	 	The Employee acknowledges, that having regard to his duties with the Company, that the Employee
has or will become possessed of secret and confidential knowledge and information relating to the
trade secrets, industrial process and other information concerning the business or
finances of the Company and that disclosure of such knowledge and information could materially harm
the Company and therefore agrees that the restrictive covenants contained in this Paragraph 9 are
reasonable and necessary for the protection of the goodwill of the Company.
	 
	c.	 	Nothing in this paragraph is to be taken as limiting the Employee’s duty to the Company.
	 
	10.	 	Restraints




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	a.	 	The Employee hereby agrees that he shall not, during the period of his employment as an employee
or consultant and for a period of one (1) year following the term of this agreement and any
consultancy period thereafter, directly or indirectly, within the Asia Pacific Region or the United
States, engage, have an interest in or render any services to any business (whether as owner,
manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee,
consultant or otherwise) competitive with the business activities of the Employer and its
affiliates (the “Group”) as are carried on by the Group at the date of this Agreement.
	 
	b.	 	The Employee hereby agrees that he shall not, during the period of his employment and for a
period of one (1) year following the term of this agreement and any consultancy period thereafter,
directly or indirectly, take any action which constitutes an interference with or a disruption of
any of the Group’s business activities including, without limitation, solicitation of the Group’s
customers, or persons listed on the personnel lists of the Group. At no time during the term of
this Agreement or thereafter shall the Employee, directly or indirectly, disparage the commercial,
business or financial reputation of the Group.
	 
	c.	 	For purposes of clarification, but not of limitation, the Employee hereby acknowledges and
agrees that the provisions of Subparagraphs 10(a) and (b) above shall serve as a prohibition
against him, during the period referred to therein, directly or indirectly, hiring, offering to
hire, enticing, soliciting or in any other manner persuading or attempting to persuade any officer,
employee, agent, lessor, lessee, licensor, licensee who has been contacted by a representative of
any member of the Group, including the Employee, within a period of twelve (12) months prior to the
termination of the term of this agreement and any consultancy period thereafter, or any customer of
the Group (whether past or present), to discontinue or alter his, her or its relationship with the
Group provided that this shall not prohibit the Employee from soliciting the customer of any person
in respect of a business which is not in competition with that of the Group.
	 
	d.	 	Upon the termination of the Employee’s employment for any reason whatsoever, all documents,
records, notebooks, equipment, price lists, specifications, programs, customer and prospective
customer lists and other materials which refer or relate to any aspect of the business of the
Group, which are in the possession of the Employee including all copies thereof, shall be
immediately returned to the Employer.
	 
	e.	 	(i) The Employee agrees that all processes, technologies and inventions (“Inventions”),
including new contributions, improvements, ideas and discoveries, whether patentable or not,




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	  	 	conceived, developed, invented or made by him during his employment or term of this
agreement and any consultancy period thereafter by Employer shall belong to the Employer,
provided that such Inventions grew out of the Employee’s work with the
Employer, are related in any manner to the business (commercial or experimental) of the
Group are conceived or made on the Employer’s time or with the use of the Group’s
facilities or materials. The Employee shall further:






	 	(a)	 	promptly disclose such Inventions to the Employer;
	 
	 	(b)	 	assign to the Employer, without additional compensation, all patent and other
rights to such Inventions for the world;
	 
	 	(c)	 	sign all papers necessary to carry out the foregoing; and
	 
	 	(d)	 	give testimony in support of his inventorship;






	 	 	(ii) If any Invention is described in a patent application or is disclosed to
third parties, directly or indirectly, by the Employee within two (2) years after the
termination of his employment by the Employer, it is to be presumed that the Invention
was conceived or made during the period of the Employee’s employment by the Employer;
and
	 
	 	 	(iii) The Employee agrees that he will not assert any rights to any Invention as having
been made or acquired by him prior to the date of this Agreement, except for Inventions, if
any, disclosed to the Employer in writing prior to the date hereof.
	 
	f.	 	As between the Employee and the Employer, the Employer shall be the sole owner of all products
and proceeds of the Employee’s services hereunder, including, but not limited to, all materials,
ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other
intellectual properties (all of which shall be deemed works made for hire) that the Employee may
acquire, obtain, develop or create in connection with and during the term of the Employee’s
employment hereunder, free and clear of any claims by the Employee (or anyone claiming under the
Employee) of any kind or character whatsoever (other than the Employee’s right to receive payments
hereunder). The Employee shall, at the request of the Employer, execute such assignments,
certificates or other instruments as the Employer may from time to time deem necessary or desirable
to evidence, establish, maintain, perfect, protect, enforce or defend its right, or title and
interest in or to any such properties.
	 
	g.	 	The parties hereto hereby acknowledge and agree that:





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	 	(i)	 	the Employer would be irreparably injured in the event of a breach by the
Employee of any of his obligations under this Paragraph 10;
	 
	 	(ii)	 	monetary damages would not be an adequate remedy for any such breach; and
	 
	 	(iii)	 	the Employer shall be entitled to injunctive relief, in addition to any other remedy
which it
may have, in the event of any such breach.






	h.	 	The parties hereto hereby acknowledge that, in addition to any other remedies the Employer may
have under Subparagraph 10(g) hereof, the Employer shall have the right and remedy to require the
Employee to account for and pay over to the Employer all compensation, profits, monies, accruals,
increments or other benefits (collectively “Benefits”) derived or
received by the Employee as the result of any transactions constituting a breach of any of the
provisions of this Paragraph 10, and the Employee hereby agrees to account for and pay over such
Benefits to the Employer.
	 
	i.	 	Each of the rights and remedies enumerated in Subparagraphs 10(h) and 10(i) shall be independent
of the other, and shall be severally enforceable, and all of such rights and remedies shall be in
addition to and not in lieu of, any other rights and remedies available to the Employer under law
or in equity.
	 
	j.	 	If any provision contained in this Paragraph 10 is construed to be invalid or unenforceable, the
same shall not affect the remainder of the covenant or covenants, which shall be given full effect,
without regard to the invalid portions.
	 
	k.	 	If any provision contained in this Paragraph 10 is found to be unenforceable by reason of the
extent, duration or scope thereof, or otherwise, then the court making such determination shall
have the right to reduce such extent, duration, scope or other provision and in its reduced form
any such restriction shall thereafter be enforceable as contemplated hereby.
	 
	l.	 	It is the intent of the parties hereto that the covenants contained in this Paragraph 10 shall
be enforced to the fullest extent permissible under the laws and public policies of each
jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said
restrictions are reasonably necessary for the protection of the Employer). Accordingly, it is
hereby agreed that if any of the provisions of this Paragraph 10 shall be adjudicated to be invalid
or unenforceable for any reason whatsoever, said provision shall be (only with respect to the
operation thereof in the particular jurisdiction in which such adjudication is made) construed by
limiting and reducing it so as to be enforceable to the extent permissible, without invalidating
the remaining provisions of this





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Agreement or affecting the validity or enforceability of said provision in any other
jurisdiction.




	11.	 	General




This Agreement is further governed by the following provisions:



a. Notice



All notices relating to this Agreement must be in writing and either personally delivered, sent by
facsimile (receipt confirmed) or mailed by certified mail, return receipt requested, to be
delivered at such address as is indicated below, or at such other address or to the attention of
such other person as the recipient has specified by prior written notice to the sending party.
Notice will be effective when so personally delivered, one (1) business day after being sent by
facsimile or five (5) days after being mailed.




	 	 	 
	To the Employer:

	 	Brightpoint Australia Pty Limited
	 

	 	2 Minna Close
	 

	 	Belrose NSW 2085
	 
	 	 
	 

	 	With a copy to:
	 

	 	Brightpoint, Inc.
	 

	 	7635 Interactive Way, Suite 200
	 

	 	Indianapolis, IN 46278
	 
	 	 
	 

	 	Attention: General Counsel
	 
	 	 
	To the Employee:

	 	Raymond Bruce Thomlinson
	 

	 	P.O. Box 801
	 

	 	Brookvale, NSW 2100







	b.	 	Parties in Interest




Employee may not delegate his duties or assign his rights under this Agreement. This Agreement will
inure to the benefit of, and be binding upon, the parties and their respective heirs, legal
representatives, successors (whether through reorganization, merger, sale of assets or otherwise)
and permitted assigns.





	c.	 	Entire Agreement




This Agreement constitutes the entire Agreement of the parties about its subject matter and
supersedes any





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and all other agreements, either oral or in writing, between the parties with respect to the
employment of the Employee by the Employer, including but not limited to the current employment
agreement of Employee, dated 1 January 2002, as amended from time to time, and any and all rights
provided for in Employee’s current agreement including but not limited to its expiration, and
contains all of the covenants and agreements between the parties with respect to such employment in
any manner whatsoever. Notwithstanding the foregoing, from and after the date of this Agreement and
immediately prior to the Initial Term, the Salary, and Executive Bonus Plan payments as set forth
in the Employee’s current employment agreement, dated 1 January 2002, as amended from time to time,
will remain in full effect until through December 31, 2008. Any modification or termination of this
Agreement will be effective only if it is in writing and signed by the party to be charged





	d.	 	Governing Law




This Agreement shall be governed by and construed in accordance with the laws of New South Wales.





	e.	 	Severability




In the event that the whole or any part of a provision in this Agreement is for any reason be held
by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provision of this Agreement,
but this Agreement will be construed as if such invalid or illegal or unenforceable term or
condition had never been included. The remainder of this Agreement will have full force and effect
and the validity or enforceability of that provision in any other jurisdiction is not affected.
This paragraph
has no effect if the severance alters the basic nature of this agreement or is contrary to public
policy.





	f.	 	Execution in Counterparts




This Agreement may be executed by the parties in one or more counterparts, each of which will be
deemed to be an original but all of which taken together will constitute one and the same
agreement, and will become effective when one or more counterparts has been signed by each of the
parties and delivered to each of the other parties.




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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first
above written.




	 	 	 	 	 	 	 
	Signed by

	 	 	)	 	 	 
	Brightpoint Australia Pty Ltd

	 	 	)	 	 	 
	by a director and secretary/director:

	 	 	)	 	 	 






	 	 	 	 	 
	/s/ STEVEN E. FIVEL

	 	/s/ ROBERT J. LAIKIN	 	 
	 

Signature of secretary/director

	 	 

Signature of director
	 	 
	 
	 	 	 	 
	STEVEN E. FIVEL
 


	 	ROBERT J. LAIKIN
 

	 	 
	Name of secretary/director (please print)

	 	Name of director (please print)	 	 






	 	 	 	 	 	 	 	 	 
	Signed by

	 	 	)	 	 	 	 	 
	Brightpoint Inc.

	 	 	)	 	 	 	 	 
	by the CEO:

	 	 	)	 	 	/s/ ROBERT J. LAIKIN	 	 
	 

	 	 	 	 	 	 

Signature of CEO
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	ROBERT J. LAIKIN
 

Name of CEO (please print)
	 	 






	 	 	 	 	 	 	 
	Signed by

	 	 	)	 	 	 
	Raymond Bruce Thomlinson

	 	 	)	 	 	 
	in the presence of:

	 	 	)	 	 	 






	 	 	 	 	 
	/s/ KYLIE FERGUSON
 

Signature of witness

	 	/s/ Raymond Bruce Thomlinson 

Signature
of Raymond Bruce Thomlinson
	 	 
	 
	 	 	 	 
	KYLIE FERGUSON
 

Name of witness (please print)

	 	 	 	 







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