EXHIBIT 10.1 


EXECUTION VERSION


EMPLOYMENT AGREEMENT


          EMPLOYMENT
AGREEMENT (the “Agreement”) made this 12th day of August 2009, effective as of
June 1, 2009, between SED INTERNATIONAL HOLDINGS, INC., a Georgia corporation
(the “Company”) and Lyle Dickler, an individual resident of the State of
Georgia (the “Executive”).


WITNESSETH:


          WHEREAS, Executive has been employed by SED
INTERNATIONAL, INC., a wholly-owned subsidiary of the Company and a Georgia
corporation (the “Subsidiary”); and 


          WHEREAS, the Executive and the Company
desire to enter into an agreement with respect to the Executive’s employment by
the Company.


          NOW, THEREFORE, in consideration of the
foregoing, the 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 Chief Financial Officer and Vice
President of Finance, 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 of Directors of
the Company (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 SED International de Colombia Ltda and Intermaco S.R.L.
(“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 One Hundred Forty-Five Thousand
Dollars ($145,000.00) (“Salary”). 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 a bonus (“Bonus”) at the sole discretion of the
Board. 


          (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 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
adopted by the Company. 


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EXECUTION VERSION


          3.
Term and Termination. 


          (a)
The term (“Term”) of this Agreement and of Executive’s employment hereunder
shall commence as of June 1, 2009 and shall continue for a period of one (1)
year thereafter unless earlier terminated as provided in Section 3(b) of this
Agreement. The Term will automatically be extended for an additional
one-year period following the expiration of the Term and of any such extension
of the Term thereafter (each extension of the Term being an “Extension Term”)
without further action by the Executive or Company unless written notice not to
renew is given to the other, by either the Company or Executive, not less than
90-days prior to the expiration of the Term or any Extension Term (such notice
shall be referred to herein as a “Nonrenewal Notice”). In the event a
Nonrenewal Notice is given by one party to the other as provided in the
immediately preceding sentence, then the automatic extension of the Term or any
Extension Term, as may be applicable, shall thereafter be of no further force
and effect.


          (b)
This Agreement and Executive’s employment shall terminate upon Executive’s
death. This Agreement and 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); (iii) unilaterally by the Company, upon
written notice to Executive, without Good Cause or (iv) 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 permitted by law and 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; (x) failure to perform job
duties after receiving written notice from the Board and a reasonable
opportunity to cure or (xi) 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:


	
 

	
 

	
 


	
 

	
(i)

	
pursuant to
 a Nonrenewal Notice given by the Company and Section 3(b)(iii), the Executive
 shall be eligible to receive a cash payment from the Company equal to six
 months of his Salary or, if greater, the amount of his Salary, for the
 remainder of the Term or Extension Term, as may be applicable, beginning on
 the date such Nonrenewal Notice or notice under Section 3(b)(iii) is given to
 the Executive in accordance with Section 8 (“Severance Payment”). This
 payment is contingent upon Executive signing an Agreement and General Release
 as set forth in subsection f. This payment will be made not less than eight
 (8) days nor more than twenty (20) days after Executive delivers to the
 Company an executed original of the Agreement and General Release referenced
 in subsection f; or 


	
 

	
 

	
 


	
 

	
(ii)

	
as provided
 in Section 3(b)(except subsection (iii)), 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 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), 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 in connection with the 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


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EXECUTION VERSION


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. 


          (f)
In consideration for the Severance Payment, the Executive agrees that upon
termination of this Agreement and Executive’s employment, the Executive shall
in good faith execute and deliver to the Company any and all documents and
agreements that it may reasonable request, and take any and all additional
actions reasonably requested of him by the Company including but not limited
to, delivering to the Company an executed copy of an Agreement and General
Release releasing the Company, the Subsidiaries, and Other Affiliates
including, but not limited to, the members of the boards of directors,
employees, officers and agents thereof (the “Released Parties”) in the final
form approved by the Company (the “Release”), substantially in the form
attached as Exhibit A hereto. The Executive further agrees to indemnify and
hold harmless the Released Parties in the event he pursues any claim
encompassed by the Release against any one or all of them. The parties agree
that the intention of the Release is to fully discharge the Released Parties
from any and all claims that the Executive is permitted to discharge under
applicable laws. 


          4. Agreement Not to Solicit Employees and
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 two (2) years 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: (A) recruit or solicit any employees of the
Company, the Subsidiary, or any Other Affiliates for the purpose of encouraging
or enticing such person to end his or her relationship with the Company, the
Subsidiary or Other Affiliates; or (B) solicit or attempt to solicit any
Restricted Customer (as hereinafter defined) for the purpose of, or with a view
toward, providing services or products to the Restricted Customer which compete
with services or products offered or provided by the Company, the Subsidiary,
or any Other Affiliates. “Restricted Customer” means any person or entity to
which (i) jointly or severally, the Company, the Subsidiary, or any Other
Affiliates, provides or actively sought to provide services or products and
(ii) with whom Executive had material contact for the purposes of performing
his job duties (for current clients) or offering services and products (for
prospective clients) 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 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. 


          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


3






EXECUTION VERSION


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 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 one (1) year 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


4






EXECUTION VERSION


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
1170 Nash Lee Drive, Lilburn, Georgia 30047. 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 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 3(f), and 4 through 8 (inclusive)
of this Agreement shall survive any termination of Executive’s employment
hereunder at any time for any reason whatsoever. 


[SIGNATURE PAGE TO FOLLOW]


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EXECUTION VERSION


SIGNATURE PAGE


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


	
 

	
 

	
 


	
EXECUTIVE

	
 

	
SED
 INTERNATIONAL HOLDINGS, INC., 


	
 

	
 

	
a Georgia
 corporation 


	
 

	
 

	
 


	
/s/ Lyle
 Dickler

	
 

	
By:   /s/ Jean A. Diamond


	


	
 

	



	
Lyle
 Dickler

	
 

	
Name: Jean
 A. Diamond 


	
 

	
 

	
Title: Chief
 Executive Officer 





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

	
 





6







EXHIBIT A


FORM OF 

AGREEMENT AND GENERAL RELEASE


                    SED
International Holdings, Inc., 4916 N. Royal Atlanta Drive, Tucker, GA
30084-5044, its affiliates, subsidiaries, divisions, successors and assigns and
the employees, officers, directors and agents thereof (collectively referred to
throughout this Agreement and General Release as “SED”), and (Employee full
name)( “Employee last name” ) agree that:


                    1.
Last Day of Employment. (Employee
last name)’s last day of employment with SED is (Date).


                    2.
Consideration. In consideration
for signing this Agreement and General Release and compliance with the promises
made herein, SED agrees to pay to (Employee last name) ($Money), less lawful
deductions.


                    3.
No Consideration Absent Execution of the
Agreement. (Employee last name) understands and agrees that he
would not receive the monies and/or benefits specified in paragraph “2” above,
except for his execution of this Agreement and General Release and the
fulfillment of the promises contained herein. 


                    4.
Revocation. (Employee last name)
may revoke this Agreement and General Release for a period of seven (7) days
following the day he executes this Agreement and General Release. Any
revocation within the period must be submitted, in writing, to the Vice
President of Operations or his successor and state, “I hereby revoke my
acceptance of our Agreement and General Release.” The revocation must be
personally delivered or mailed to the Vice President of Operations or his
successor at 4916 North Royal Atlanta Dr., Tucker, Georgia 30084 and postmarked
within seven (7) days of execution of this Agreement and General Release. This
Agreement and General Release shall not become effective or enforceable until
the revocation period has expired. If the last day of the revocation period is
a Saturday, Sunday, or legal holiday in Georgia, then the revocation period
shall not expire until the next following day which is not a Saturday, Sunday,
or legal holiday.


                    5.
General Release of Claim. (Employee last
name) knowingly and voluntarily releases and forever discharges SED, of and
from any and all claims, known and unknown, which against SED,
(Employee last name), his heirs, executors, administrators, successors, and
assigns (referred to collectively throughout this Agreement and General Release
as “(Employee last name)”) have or may have as
of the date of execution of this Agreement and General Release,
including, but not limited to, any alleged violation of: 


                    The
National Labor Relations Act, as amended; 


1






	
  

 	
  

 
	
  

 	
 Title VII of
 the Civil Rights Act of 1964, as amended;

 
	
  

 	
  

 
	
  

 	
 The Civil
 Rights Act of 1991;

 
	
  

 	
  

 
	
  

 	
 Sections
 1981 through 1988 of Title 42 of the United States Code, as amended;

 
	
  

 	
  

 
	
  

 	
 The Employee
 Retirement Income Security Act of 1974, as amended;

 
	
  

 	
  

 
	
  

 	
 The
 Immigration Reform Control Act, as amended;

 
	
  

 	
  

 
	
  

 	
 The
 Americans with Disabilities Act of 1990, as amended;

 
	
  

 	
  

 
	
  

 	
 The Age
 Discrimination in Employment Act of 1967, as amended;

 
	
  

 	
  

 
	
  

 	
 The Workers
 Adjustment and Retraining Notification Act, as amended;

 
	
  

 	
  

 
	
  

 	
 The
 Occupational Safety and Health Act, as amended;

 
	
  

 	
  

 
	
  

 	
 The Family
 and Medical Leave Act of 1993;

 
	
  

 	
  

 
	
  

 	
 Georgia
 Equal Pay Act (Sex Discrimination in Employment) – O.C.G.A. §34-5-1 et seq.;

 
	
  

 	
  

 
	
  

 	
 Georgia Age
 Discrimination in Employment Act – O.C.G.A. §34-1-2; 

 
	
  

 	
  

 
	
  

 	
 Georgia
 Equal Employment for Persons with Disabilities Code – O.C.G.A. §34-6A-1 et
 seq.

 
	
  

 	
  

 
	
  

 	
 Georgia Wage
 Payment and Work Hour Laws. as amended;

 
	
  

 	
  

 
	
  

 	
 The Georgia
 Equal Employment for Persons with Disabilities Code;

 
	
  

 	
  

 
	
  

 	
 any other
 federal, state or local civil or human rights law or any other local, state
 or federal law, regulation or ordinance; 

 
	
  

 	
  

 
	
  

 	
 any public
 policy, contract, tort, or common law; or

 
	
  

 	
  

 
	
  

 	
 any
 allegation for costs, fees, or other expenses including attorneys’ fees
 incurred in these matters.

 



                    6.
Affirmations; No Claims Exist.
(Employee last name) confirms that no claim, charge, complaint, or action
exists in any forum or form. (Employee last name) further affirms that he has
reported all hours worked as of the date of this Agreement and General Release
and has been paid and/or has received all leave (paid or unpaid), compensation,
wages, bonuses, commissions, and/or benefits to which (Employee last name) may
be entitled. (Employee last name) affirms that no other leave (paid or unpaid),
compensation, wages, bonuses, commissions and/or benefits are due or owing to
him except as provided in this 


2






Agreement and
General Release. Employee further affirms that he has no known workplace
injuries or occupational diseases arising from his employment with SED.
(Employee last name) further affirms that he has been provided and/or has not
been denied any leave requested under the Family and Medical Leave Act.


                    7.
No Participation In Others’ Claims.
(Employee last name) understands that if this Agreement and General Release was
not signed, (Employee last name) would have the right to voluntarily assist
other individuals in bringing claims against SED. (Employee last name) hereby
waives that right and he will not provide any such assistance other than
assistance in an investigation or proceeding conducted by an agency of the
United States government.


                    8.
Confidentiality. (Employee last
name) agrees not to disclose any information regarding the existence or
substance of this Agreement and General Release, except to an attorney with
whom (Employee last name) chooses to consult regarding his consideration of
this Agreement and General Release.


                    9.
Governing Law and Interpretation.
This Agreement and General Release shall be governed and conformed in
accordance with the laws of the State of Georgia without regard to its conflict
of laws provision. Should any provision of this Agreement and General Release
be declared illegal or unenforceable by any court of competent jurisdiction and
cannot be modified to be enforceable, excluding the general release language,
such provision shall immediately become null and void, leaving the remainder of
this Agreement and General Release in full force and effect. 


                    10.
Nonadmission of Wrongdoing.
(Employee last name) agrees that neither this Agreement and General Release nor
the furnishing of the consideration for this Agreement and General Release
shall be deemed or construed at anytime for any purpose as an admission by SED
of any liability or unlawful conduct of any kind.


                    11.
Assistance with Litigation. (Employee last
name) agrees to provide reasonable assistance to SED and their counsel in
connection with the litigation filed by Rockland Credit; including testimony at
deposition and trial. SED agrees to provide reimbursement to (Employee last
name) for any travel expenses required by such litigation.


                    12.
Amendment. This Agreement and
General Release may not be modified, altered or changed except upon express
written consent of both Parties wherein specific reference is made to this Agreement
and General Release.


                    13.
Entire Agreement. This Agreement
and General Release sets forth the entire agreement between the parties hereto,
and fully supersedes any prior agreements or understandings between the
parties. (Employee last name) acknowledges that he has not relied on any
representations, promises, or agreements of any kind made to him in connection
with his decision to sign this Agreement and General Release, except for those
set forth in this Agreement and General Release. 


3






                    (EMPLOYEE
LAST NAME) HAS BEEN ADVISED IN WRITING THAT HE HAS AT LEAST TWENTY-ONE (21)
DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. 


                    (EMPLOYEE
LAST NAME) AGREES THAT ANY MODIFICATIONS,
MATERIAL OR OTHEWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART
OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE DAY CONSIDERATION PERIOD. 


                    HAVING
ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH IN
PARAGRAPH “2” ABOVE, (EMPLOYEE LAST NAME) FREELY AND KNOWINGLY, AND AFTER DUE
CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO
WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST SED.


                    IN
WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Agreement and General Release as of the date set forth below:


	
  

 	
  

 	
  

 	
  

 
	
 Signed and
 sworn before me the _____ day 

 	
  

 	
  

 
	
 of
 _________, 20XX

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 
	
 Notary
 Public

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 


 
	
  

 	
  

 	
 (Employee
 first name)(Employee last name)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 


 
	
  

 	
  

 	
 Date

 
	
  

 	
  

 	
  

 
	
 Signed and
 sworn before me the _____ day 

 	
  

 	
  

 
	
 of
 _________, 20XX.

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 


 	
  

 	
  

 
	
 Notary
 Public

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SED
 International Holdings, Inc.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
 


 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 


 
	
  

 	
  

 	
 Date

 



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