c55775_ex10-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) made this 20th day of November 2008 between SED INTERNATIONAL HOLDINGS, INC., a Georgia corporation (the
“Company”) and Jonathan Elster, an individual resident of the State of Georgia (the “Executive”).


WITNESSETH:


     WHEREAS, Executive and SED INTERNATIONAL, INC., a wholly-owned subsidiary of the Company and a Georgia corporation (the “Subsidiary”) have entered into an amended and restated employment on February 20, 2008 (the “Employment Agreement”) setting forth the terms and conditions of Executive’s employment
with the Subsidiary; and 


     WHEREAS, on November 11, 2008, the Board of Directors of the Company (the “Board”) approved and authorized an extension to the Term of this
Agreement, by one year, until July 1, 2010; and


     WHEREAS, the Company wishes to assume the Employment Agreement and become the contracting party thereunder, and Executive agrees to such assumption
subject to a guaranty of the Company’s obligations by the Subsidiary. 


     NOW, THEREFORE, in consideration of the foregoing, the continued employment of the Executive, and the mutual covenants and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 


     1.     Employment of Executive:
Duties of Executive. The Company hereby
employs Executive as its Executive Vice President, and Executive hereby accepts
 employment by the Company in that capacity subject to the terms and conditions
set forth in this Agreement. Executive shall faithfully perform for the Company,
or as it directs, the Subsidiary, the duties of said office (as described in
the Bylaws  of the Company) and shall perform such other duties of an executive,
managerial or administrative nature as are from time to time assigned or delegated
to the Executive by the Company. The Executive shall report to the Chief Executive
Officer of the  Company. Throughout his employment hereunder, Executive shall
devote substantially all of his time, energy and skill to perform the duties
of his employment (vacations as provided hereunder and reasonable absences because
of illness excepted), and  shall use his best efforts to follow and implement
all management policies and decisions of the Company and the Subsidiary. Executive
shall not become involved in the management of any other company, partnership,
proprietorship or other entity,  other than an affiliate of the Company (including
the Subsidiary), without the consent of the Board; provided,
however, that as long as it does not interfere
with Executive's  employment hereunder Executive may serve as a director in a
company that does not compete with the businesses of the Company, the Subsidiary
or any other affiliate of the Company (“Other Affiliates”), and may
serve as an officer or  director or otherwise participate in educational welfare,
social, religious or civic organizations. The Executive shall not be required
to relocate from the Atlanta, Georgia metropolitan area in connection with the
performance of his duties  hereunder.


     2.     Compensation Benefits and Reimbursement of Expenses. 


     (a) As compensation for his services hereunder, the Company, or the Subsidiary, shall










pay Executive an annual base salary of Two Hundred Sixty One Thousand Seven Hundred Dollars ($261,700.00) . Such salary shall be paid in accordance with the normal payroll practices of the Company, or the Subsidiary, as
the case may be, and shall be subject to such deductions and withholdings as are required by law or by the policies of the Company, or the Subsidiary, as the case may be, from time to time in effect. 


     (b) Executive shall be entitled to received an annual bonus ("Bonus") with respect to each fiscal year of the Company
ending during the Term of this Agreement in an amount equal to three percent (3%) of the Company's Pretax Adjusted Annual Income (as defined immediately hereafter). “Pretax Adjusted Annual Income” shall mean, with respect to a given fiscal
year, earnings before taxes as reported on the Company's audited consolidated statement of operations for such fiscal year, excluding extraordinary nonoperational costs and profits. 


     (c) Executive shall be entitled to participate or to continue participation in any present or future group life, health
and hospitalization or disability insurance plans, pension or retirement plans or similar death benefits as are available to management executives of the Company and/or the Subsidiary on the same terms as such other similarly situated executives, in
each case to the extent that Executive is eligible under the terms of such plans or programs. 


     (d) Executive shall be entitled to four (4) weeks of paid vacation per year, subject to the Company’s or the
Subsidiary's, as the case may be, normal employee policies for unused vacation as adopted and amended from time to time. 


     (e) Executive shall be reimbursed in accordance with the policies of the Company, or the Subsidiary, as the case may be,
as adopted and amended from time to time, for all reasonable and appropriate expenses incurred by him in connection with the performance of his duties of employment hereunder; provided, however, Executive shall as a condition of such reimbursement, submit verification of the nature and amount of such expenses in accordance with the reimbursement policies from time to time. 


     (f) Certain Definitions.


	
"Associate" means (1) any corporation, partnership or other entity of which a specified person is an officer or partner, or is,
directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities thereof, (2) any trust or estate in which the specified person has a
substantial beneficial interest or as to which the specified person serves as trustee or in a similar fiduciary capacity, (3) any relative or spouse of such specified person, or any
relative of such spouse, who has the same home as such specified person, and (4) any person who is a trustee, officer or partner of such specified person or of any corporation,
partnership or other entity that is an affiliate of such specified person.

	
"Beneficial Owner" shall be defined by reference to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) as such Rule is in effect on the date hereof; provided, however, that any individual, corporation, partnership, Group, association or
other person or entity which, directly or indirectly, owns or has the right to acquire any of SED's or the Subsidiary's outstanding securities entitled to vote generally in the election of directors at any time in the future, whether such right is contingent, absolute, direct or indirect, pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options or otherwise, shall be deemed the Beneficial Owner of such securities.






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"Code" means the Internal Revenue Code of 1986, as amended.

	
"Continuing Director" means a director who either was a member of either the Board or the Board of
Directors of the Subsidiary (the “Subsidiary Board”), as the case may be, on the date hereof, or who becomes a member of the Board or the Subsidiary Board, as the case may be, subsequent to such date and whose election or nomination for election to the Board or the Subsidiary Board, as the case may be, was Duly Approved by the Continuing Directors of either the Board or the Subsidiary Board, as the case may be, at the time of such election or nomination, either by a specific vote or by approval of the proxy statement issued by that company on behalf of either the Board or the Subsidiary Board, as the case may be, in which such person is named as a nominee for director.

	
"Duly Approved by the Continuing Directors" means an action approved by the vote of at least a
majority of the Continuing Directors then on either the Board or the Subsidiary Board, as the case may be; provided, however, if the votes of such Continuing Directors in favor of such action would be insufficient to constitute an act of the entire Board of Directors of either the Company or the Subsidiary, as the case may be, if a vote by all of its members had been taken, or if the number of persons constituting the Continuing Directors of either the Company or the Subsidiary, as the case may be, shall be equal to or less than three, then the term Duly Approved by the Continuing Directors shall mean an action approved by the unanimous vote of the Continuing Directors then on the Board or the Subsidiary Board, as the case may be.

	
"Group" means
    persons who act in concert as described in Section 13(d)(3) of the Exchange Act
    as in  effect on the date hereof.






         (g) If a Change of Control occurs
  during the term of this Agreement, or during any
extension thereof, and:



(1) the Executive’s employment is terminated involuntarily, or voluntarily by the Executive based on (i) material changes in the nature or scope of the Executive’s duties or employment, (ii) a reduction in
compensation of the Executive made without the Executive’s consent, (iii) a relocation of Company’s or the Subsidiary’s executive offices farther than 35 miles from the present location of the executive offices, or (iv) a good faith
determination made by the Executive, upon consultation with the Chief Executive Officer of the Company, that it is necessary or appropriate for the Executive to relocate from the Atlanta, Georgia Metropolitan Area to enable Executive to perform his
duties hereunder, the Executive may, in his sole discretion, give written notice within thirty (30) days after the date of termination of employment to the Chief Executive Officer of the Company that he is exercising his rights hereunder and
requests payment of the amounts provided for under this Section 2(g); or


(2) the Executive gives written notice of his termination of employment for any reason concurrently with the time a Change of Control occurs or any time within thirty (30) days after the date the Change of Control becomes
effective to the Company, he may exercise his rights hereunder and request payment of the amounts provided for under this Section 2(g) (the notice provided pursuant to Subsection (g)(1) or Subsection (g)(2) is referred to as the “Notice of
Exercise”). 




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If the Executive gives a Notice of Exercise to receive the payments provided for hereunder, the Company shall pay to, or for the benefit of the Executive, immediately upon the Company’s receipt of the Notice of
Exercise, a lump sum cash payment for damages suffered by the Executive by reason of the Change in Control (the “Executive Payment”) in an amount equal to the aggregate present value (as determined in accordance with Section 280G(d)(4) of
the Code) of all annual salary, of all Bonus payments for the remainder of the Term calculated based on the assumption that the Pretax Adjusted Annual Income for each year remaining in the Term is equal to the highest Pretax Adjusted Annual Income
preceding the effective date of termination hereunder, and any other benefits due to the Executive pursuant to Section 2 hereof for the remainder of the Term; provided, however, in the event the period from the date of Executive's termination hereunder through the remainder of the Term is less than twelve (12) months, then the Executive shall receive a lump sum payment equal to the aggregate present value (as
determined in accordance with Section 280G(d)(4) of the Code) of (i) his then current annual salary and the value of all other benefits payable to the Executive annualized for a twelve (12) month period pursuant to Section 2 hereof other than the
Bonus, and (ii) a Bonus equal in amount to the highest Bonus payment paid to the Executive during the Term. 


The Executive Payment shall be in addition to and shall not be offset or reduced by (i) any other amounts that have been earned or accrued or that have otherwise become payable or will become payable to the Executive or his
beneficiaries, but have not been paid by the Company at the time the Executive gives the Notice of Exercise including, without limitation, salary, bonuses, severance pay, consulting fees, disability benefits, termination benefits, retirement
benefits, life and health insurance benefits or any other compensation or benefit payment that is part of any previous, current or future contract, plan or agreement, written or oral, and (ii) any indemnification payments that may have accrued but
not paid or that may thereafter become payable to the Executive pursuant to the provisions of the Company’s Articles of Incorporation, Bylaws or similar policies, plans or agreements relating to indemnification of directors and officers of the
Company under certain circumstances.  The Executive Payment shall not be reduced by any present value calculations.


In the event the Executive dies during the term of this Agreement, the Executive’s legal representative shall be entitled to receive the Executive Payment, provided that the Notice of Exercise has been or is given
either by the Executive or his legal representative prior to his death, as the case may be. 


For the purposes of this Agreement “Change of Control” shall be deemed to have occurred if and when (1) any individual, corporation, partnership, Group, association or other person or entity, together with his,
its or their affiliates or Associates (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company) hereafter becomes the Beneficial Owner of securities of the Company representing thirty percent (30%) or
more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; (2) the Continuing Directors of the Company shall at any time fail to constitute a majority of the members
of the Board; (3) all or substantially all of the assets of the Company are sold, conveyed, transferred or otherwise disposed of, whether through one event or a series of related events, without being Duly Approved by the Continuing Directors of the
Company; (4) any individual, corporation, partnership, Group, association or other person or entity, together with his, its or their affiliates or Associates, other than a trustee or other fiduciary holding securities under an employee benefit plan
of the Subsidiary, becomes the Beneficial Owner of securities of the Subsidiary representing thirty percent (30%) or more of the combined voting power of the Subsidiary's then outstanding securities entitled to vote generally in the election of
directors; or (5) all or substantially all of the assets of the Subsidiary are sold,


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conveyed, transferred or otherwise disposed of, whether through one event or a series of related events, without being Duly Approved by the Continuing Directors of the Subsidiary.


3.     Term and Termination.


     (a) The term (“Term”) of this Agreement and of Executive's employment hereunder shall commence as of July 1, 2004 and shall continue for a period of five (5) years thereafter (the
“Initial Term”) unless earlier terminated as provided in Section 3(b) of this Agreement. Executive shall have the right to renegotiate an additional one (1) year to the Initial Term, at any time beyond the first anniversary of this
Agreement, so long as the Term shall not exceed five (5) years. As of the date hereof, the Term has been extended, by one year, until July 1, 2010. 


     (b) Executive's employment under this Agreement shall terminate upon Executive's death. Executive s employment hereunder may also be terminated (i) upon mutual agreement of Executive and the
Company; (ii) unilaterally by the Company, upon written notice to Executive, for Good Cause (as defined in Section 3(c) below); or (iii) upon written notice to Executive if Executive shall at any time be unable to perform the essential functions of
his job hereunder, by reason of a physical or mental illness or condition with or without reasonable accommodation, for a continuous period of one hundred eighty (180) consecutive days, as certified by a physician or physicians selected by the
Board. 


     (c) As used in this Agreement, "Good Cause" means: (i) any act of fraud or dishonesty; (ii) any act of theft or embezzlement; (in) the breach of any material provision of this Agreement by
Executive (provided that such breach is not cured by Executive within thirty (30) days of receiving written notice of such breach from the Company); (iv) violation of the policies and procedures of the Company or the Subsidiary (v) failure to comply
with the written directions of the Board; (vi) engaging in any unlawful harassment or discrimination; (vii) the conviction of Executive of any crime involving moral turpitude (whether felony or misdemeanor) or involving any felony; (viii) any act of
moral turpitude by Executive that materially adversely affects the Company, the Subsidiary, or any Other Affiliates and any of their business reputations; (ix) violation of state or federal securities laws; or (x) any other matter constituting "good
cause" under the laws (including inter alia, statutes, regulations or judicial case law) of the State of Georgia. 


     (d) Upon the termination of this Agreement and Executive's employment hereunder as provided in Section 3(b), neither the Company nor the Subsidiary, as applicable, shall have any further
obligation to Executive other than (i) for payment of salary, Bonus amounts, expense reimbursement and other benefits earned or accrued and unpaid at the effective date of such termination; and (ii) any indemnification payments that may become
payable to Executive pursuant to the provisions of the Company's Articles of Incorporation, Bylaws, or similar policies, plans or agreements relating to indemnification of directors and officers of the Company


     (e) Except as otherwise provided in this Agreement, any payments to which the Executive shall be entitled under this Section 3 and in subsection 2(g), including, without limitation, any
economic equivalent of Incentive Compensation and any other benefits, shall be made as promptly as possible following any termination date provided for in subsections 3(a) through (d) and in subsection 2(g), each being referred to herein as a
“termination date”; provided, however, that if the Executive is deemed a “specified employee” of the Company, or the Subsidiary, within the meaning of
Section 409A(a)(2)(B)(i) of the Code (or any successor provision), no payment under this Section 3 or in subsection 2(g) in connection with the 


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Executive’s termination of employment (other than a payment of salary through the date of such termination, and payments on account of termination of employment by reason of death) shall be made until the date which is
six (6) months after the date of the termination of the employment of the Executive (or, if earlier, the date of death of the Executive); provided further, if the Company determines based upon written advice of counsel that any such payment if made
during the calendar year that includes the termination date would not be deductible by either the Company, or the Subsidiary, as the case may be, in whole or in part by reason of Code Section 162(m), such payment shall be made on January 2 of the
following calendar year (or such later date as may be required under the preceding proviso if the Executive is a "specified employee "). Any payment deferred as provided for in this subsection (e) shall include, when paid, an incremental earnings
factor payment equal to ten (10%) percent of the amount deferred multiplied by a fraction the numerator of which is the number of days that such payment is deferred and the denominator of which is 365; provided, however, that in no event shall the
amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law. 


     If the amount of any payment due to the Executive cannot be finally determined within thirty (30) days after the termination date, such amount shall be estimated on a good faith basis by the
Company and the estimated amount shall be paid thirty (30) days after such termination date (or on such later date as may be determined under the immediately preceding sentence). As soon as practicable thereafter, the final determination of the
amount due shall be made and any adjustment requiring a payment to or from the Executive shall be made as promptly as practicable. 


     4.     Agreement Not to
Solicit Customers. As part of the consideration
for the compensation and benefits to be paid to Executive hereunder, in keeping
with  Executive's duties as a fiduciary and in order to protect the Company's,
the Subsidiary’s, or any Other Affiliates’, interest in the business
relationships developed by Executive with the customers and potential customers
of the Company,  the Subsidiary, or any Other Affiliates, Executive agrees that
during the Term of Executive's employment under this Agreement and for a period
of one (1) year from the date of the termination of such employment (at any time
for any reason, with or  without cause), Executive shall not, without the prior
written consent of the Company, directly or indirectly solicit or attempt to
solicit any Restricted Customer (as hereinafter defined) for the purpose of or
with a view to providing services or  products to the Restricted Customer which
the Company, the Subsidiary, or any Other Affiliates, have or has, as applicable,
provided or provides to such Restricted Customer.  "Restricted Customer" means
any person or entity to which (i) jointly or  severally, the Company, the Subsidiary,
or any Other Affiliates, provided or actively sought to provide services or products
and (ii) with whom Executive had material contact during the two (2) year period
immediately preceding the termination of  Executive's employment with the Company.
Executive understands that the foregoing restrictions may limit his ability to
engage in certain businesses anywhere in the world during the period provided
for above, but acknowledges that the Company has a  legitimate interest in restricting
solicitation as provided in this Section without reference to a specific territory
and that Executive will receive sufficiently high remuneration and other benefits
under this Agreement to justify such restriction.



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5.     Ownership and Protection of Proprietary Information.


     (a) As used herein, "Proprietary Information" means information related jointly or severally to the Company, the Subsidiary, or any Other Affiliates that (i) derives economic value, actual or
potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of reasonable efforts by the Company, the Subsidiary, or any Other Affiliates to maintain its secrecy,
including, without limitation, (1) with respect to information which has been reduced to tangible form, marking such information clearly and conspicuously with a legend identifying its confidential or proprietary nature; (2) with respect to any oral
presentation or communication, denominating such information as confidential immediately before, during or after such oral presentation or communication; or (3) otherwise treating such information as confidential. Assuming these two criteria are
met, Proprietary Information includes, without limitation, technical and nontechnical data related to the formulas, patterns, designs, compilations, programs, inventions, methods, techniques, drawings, processes, finances, actual or potential
customers and suppliers, research, development, existing and future products, and employees of the Company, the Subsidiary, or any Other Affiliates.  Proprietary Information includes information that has been disclosed to the Company, the
Subsidiary, or any Other Affiliates, by a third party, pursuant to which the receiving party is obligated to treat as confidential, and information which is proprietary to any Other Affiliates. 


     (b) Executive acknowledges that all Proprietary Information and all physical embodiments thereof are confidential to and are and will remain the sole and exclusive property of the Company
and/or the Subsidiary. Executive must: (i) immediately disclose to the Company all Proprietary Information developed in whole or in part by Executive during the Term of his employment with the Company, (ii) assign to the Company and/or the
Subsidiary any right, title or interest Executive may have in such Proprietary Information as may be requested by the Company, and (iii) at the request and expense of the Company, do all things and sign all documents or instruments reasonably
necessary in the opinion of the Company to eliminate any ambiguity as to the ownership by, and rights of, the Company and/or the Subsidiary in such Proprietary Information including, without limitation, providing to the Company and/or the Subsidiary
Executive's full cooperation in any litigation or other proceeding to establish or protect such rights. 


     (c) Except to the extent necessary to perform the services to be provided hereunder, Executive will not reproduce, use, distribute, disclose or otherwise disseminate the Proprietary Information
or any physical embodiments thereof and will in no event take any action causing, or fail to take the action necessary in order to prevent, any Proprietary Information disclosed to or developed by Executive to lose its character or cease to qualify
as Proprietary Information. Each reproduction of any of the Proprietary Information must prominently contain a legend identifying its confidential or proprietary nature. 


     (d) Executive represents and warrants that any information disclosed by Executive to the Company, the Subsidiary, or any Other Affiliates, is not confidential or proprietary to Executive or to
any third party.  Accordingly, no obligation of any kind is assumed by or to be implied against the Company, the Subsidiary, or any Other Affiliates by virtue of any information received, in whatever form or whenever received, from Executive
relating to the subject matter hereof, and the Company, the Subsidiary or any Other Affiliates will be free to reproduce, use and disclose to others such information without limitation. 


     (e) Upon request by the Company, and in any event upon termination of the employment of Executive with the Company for any reason, as a prior condition to receiving any final


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compensation hereunder, Executive will promptly deliver to the Company all property belonging to the Company, the Subsidiary or any Other Affiliates, including, without limitation, all Proprietary Information and all
embodiments thereof then in his custody control or possession. 


     (f) The covenants of confidentiality set forth in this Section 5 will apply on and after the effective date of termination of Executive's employment hereunder to any Proprietary Information
disclosed by the Company, the Subsidiary or any Other Affiliates to, or developed by, Executive prior to or after any such effective date and will continue and be maintained by Executive (i) with respect to all Proprietary Information which falls
within the definition of "trade secrets" under applicable law, at all times following the termination of Executive's employment hereunder for any reason whatsoever, and (ii) with respect to all other Proprietary Information, during the Term of
Executive's employment hereunder and for a period of three (3) years after the termination of Executive's employment hereunder for any reason whatsoever. 


     6.     Intellectual
Property. The Company shall be the sole
owner of all the products and proceeds of Executive's services  hereunder, including,
without limitation, all materials, ideas, concepts, formats suggestions, developments,
arrangements, packages, programs and other intellectual property that Executive
may acquire, obtain, develop or create in connection with,  and during the Term
of, Executive's employment hereunder, free and clear of any claims by Executive
or anyone claiming under Executive of any kind or character whatsoever, other
than Executive's right to receive payments hereunder. Executive shall,  at the
reasonable request of the Company, execute such assignments, certificates or
other instruments' as the Company from time to time shall deem necessary or desirable
to evidence, establish, maintain, perfect, protect, enforce, or defend its  right,
title or interest in or to any such properties. 


     7.     Remedy
for Breach. Executive agrees that the damage
to the Company and its affiliates resulting from any actual or  threatened breach
by Executive of any of the covenants contained in Sections 4, 5 and 6 of this
Agreement would be immediate, irreparable and difficult to measure, and that
money damages would not be an adequate remedy. Therefore, Executive agrees  that
the Company shall be entitled to specific performance of the covenants in any
of such sections or injunctive relief, by temporary or permanent injunction or
other appropriate judicial remedy, writ or order, or both, in addition to any
damages  and legal expenses (including attorneys' fees) which the Company may
be legally entitled to recover. 


     8.     Miscellaneous.
Any notice required hereunder shall be deemed delivered to the Company when transmitted
to the  Secretary of the Company by certified mail, postage prepaid, addressed
to such person at the corporate headquarters of the Company at 4916 North Royal
Atlanta Drive, Tucker, Georgia 30084 (or the principal place of business of the
Company if  hereafter it is moved), and shall be deemed delivered to Executive
when delivered by certified mail, postage prepaid, addressed to Executive at
240 Westminster Place, Atlanta, Georgia 30350. No term or condition of this Agreement
shall be deemed to  have been waived, nor shall there be any estoppel to enforce
any provisions of this Agreement, except by a statement in writing signed by
the party against whom enforcement of the waiver or estoppel is sought. This
Agreement is made under, and shall  be governed by and construed in accordance
with, the laws of the State of Georgia without giving effect to the conflict
of law provisions thereof. The headings of the sections of this Agreement are
included solely for convenience of reference and  shall not control the meaning
or interpretation of any of the provisions of this Agreement. This Agreement
contains the entire agreement of the parties relating to the subject matter hereof
and supersedes all prior and contemporaneous agreements and  understandings with
respect to such subject matter, including without limitation the Prior Agreement.
No amendment or modification of this


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Agreement shall be deemed effective unless made in a writing signed by the parties hereto. This Agreement is solely for the benefit of the Company (and its affiliates) and Executive, and there shall be no third party
beneficiaries to this Agreement. This Agreement may not be assigned by Executive. This Agreement shall inure to the benefit of the Company and its affiliates, and their respective successors and assigns. To the extent any provision or any portion of
any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of this Agreement shall be unaffected. The obligations and covenants contained in Sections 3(d) and 4 through 8 (inclusive)
of this Agreement shall survive any termination of Executive's employment hereunder at any time for any reason whatsoever. 


     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amended and Restated Employment Agreement as of the date first indicated above.


	   	   	
SED International Holdings, Inc.,  
	   	   	
a Georgia corporation  
	   
	
/s/ Jonathan Elster  	   	
By: /s/ Jean A. Diamond  
	
                                Jonathan Elster  	   	
Name: Jean A. Diamond  
	   	   	
Title: Chief Executive Officer  




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GUARANTY 


     WHEREAS, the Subsidiary will directly benefit from the employment of the Executive by the Company; 


     NOW THEREFORE, in consideration for the entering into the Agreement and as an added inducement to the Executive to enter into
the Agreement and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Subsidiary does hereby irrevocably and unconditionally: 


     1) Guarantee to Executive and his successors and assigns the payment and performance of the Company’s obligations (“Guaranteed
Obligations”) pursuant to the Agreement as and when the same shall be due and payable; and 


     2) Covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. 

	
    SED International, Inc.,  
	
    a Georgia corporation  
	 	   
	By:	
 /s/ Jean A. Diamond  
	 	
Name: Jean A. Diamond  
	 	
Title: Chief Executive Officer  





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