agreement.htm


    


    


    


    May 6, 2009

    


    


    Via Electronic
Mail

    Mr.
Victor L. Cisario

    479 Rose
Lane

    Rockville
Centre, NY 11570

    


    Dear
Victor:

    


    I am pleased to offer you the position
of Chief Financial Officer with Merisel, Inc. (hereinafter to referred to, along
with its parents, subsidiaries, affiliates, divisions, successors and assigns,
and each of their respective successors and assigns, as the “Company”) under the
following terms and conditions:

    


    
      	
              Start Date

            	
              Your
      start date will be __________.

               

            
	
              Annual Base Salary

            	
              The
      Company will pay you an Annual Base Salary of $210,000 that will be paid
      in accordance with the Company’s customary payroll practices.

               

            
	
              Annual Incentive Bonus

            	
              You
      are eligible to receive an Annual Incentive Bonus of forty percent (40%)
      of your Annual Base Salary.  The Company’s Board of Directors
      (“Board”) or Compensation Committee will determine, at its sole
      discretion, whether you will receive an Annual Incentive
      Bonus.

               

            
	
              Benefits

            	
              You
      are eligible to participate in the Company’s benefit plans on the same
      terms and conditions as the Company’s other senior
executives.

               

              Your
      benefits will include four (4) annual weeks of paid vacation, and
      reimbursement of appropriate business expenses as per the Company’s
      existing policies and procedures.

               

            
	
              Severance

            	
              In
      the event that the Company terminates you without Cause (as defined below)
      in the absence of a Change in Control (as defined below), the Company will
      pay you severance equivalent to six (6) months (on a pro rata basis) of
      your Annual Base Salary.  In the event that the Company
      terminates you without Cause with a Change in Control, the Company will
      pay you severance equivalent to twelve (12) months (on a pro rata basis)
      of your Annual Base Salary.

               

              “Cause”
      shall include:  your negligence, neglect of duties,
      incompetence, dishonesty, willful disobedience of a material and lawful
      instruction of the Board, or breach of any provision of this Agreement; an
      order entered by the SEC, a state regulatory agency or an exchange on
      which the Company’s securities are traded finding that you have violated
      the securities laws; or your indictment, conviction or plea of guilty or
      nolo contendere to any felony or misdemeanor involving moral
      turpitude.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
               “Change
      in Control” means the occurrence of one of the following
      events:  1) any “person” (as such term is used in Section 13(d)
      and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined
      in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities
      of the Company representing 50% or more of the total voting power
      represented by the Company’s then outstanding voting securities; 2) the
      consummation of the sale or disposition by the Company of all or
      substantially of its assets; or 3) the consummation of a merger or
      consolidation of the Company with any other entity, other than a merger or
      consolidation that would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity or its parent) at least 50% of the total voting power
      represented by the voting securities of the Company (or such surviving
      entity or its parent) outstanding immediately after such merger or
      consolidation.

               

            
	
              Confidential Information

            	
              You
      acknowledge and agree that non-public and/or propriety information
      pertaining to Merisel, its vendors or its customers disclosed to, or
      prepared by, you during your employment with the Company is confidential
      and may not be used or disclosed by you during your employment with the
      Company (other than in furtherance of your employment duties) or once your
      employment with the Company has ended (in the absence of court or
      administrative process requiring such disclosure).

               

            
	
              Non-Solicitation

            	
              During
      your employment with the Company and for a period of two (2) years
      following your separation from the Company, you agree that you will not,
      directly or indirectly:  (1) attempt to or solicit customers
      who: were customers of the Company at any time during the six (6) months
      prior to the date of your separation from the Company or are current
      customers of the Company at the time of your separation from the Company;
      (2) attempt to solicit or solicit (either on your own behalf or on behalf
      of another business entity) any person who was an employee or contractor
      for the Company at any time during the six (6) months prior to the date of
      your separation from the Company, or was an employee or contractor at the
      time of your separation from the Company; and (3) disclose to third
      parties the names and employment terms (including pay arrangements) of the
      Company’s employees or contractors.

               

            
	
              Non-Competition

            	
              In
      the event that the Company terminates you with or without Cause in the
      absence of a Change in Control you agree that for six (6) months following
      your separation from the Company, you shall not, directly or indirectly,
      work in the New York, Atlanta, Portland, Seattle and Los Angeles
      metropolitan areas for a competitor of the Company.  You further
      agree that during such period you will not assist or encourage any other
      person or entity in carrying out any activity that would be prohibited by
      the foregoing sentence if such activity were carried out by
      you.

               

              In
      the event that the Company terminates you without Cause with a Change in
      Control, you agree that for one (1) year following your separation from
      the Company, you shall not, directly or indirectly, work in the New York,
      Atlanta, Portland, Seattle and Los Angeles metropolitan areas for a
      competitor of the Company.  You further agree that during such
      period you will not assist or encourage any other person or entity in
      carrying out any activity that would be prohibited by the foregoing
      sentence if such activity were carried out by you.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Representations and
    Warranties

            	
              You
      represent and warrant that your employment with the Company does not and
      will not breach any agreements with or duties to a former employer or any
      other third party.

               

            
	
              At-Will Employment

            	
              You
      agree that your employment with the Company is “at will,” meaning that
      either you or the Company may terminate your employment with the Company
      at any time and for any reason (or no reason) upon notice to the other
      party.

               

            
	
              Amendments

            	
              This
      Agreement may only be amended by a written instrument signed by each of
      the parties to this Agreement.

               

            
	
              Non-Waiver

            	
              The
      failure of a party to enforce any term of this Agreement shall not be
      deemed a waiver of that term.

               

            
	
              Governing Law

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

               

            
	
              Arbitration

            	
              The
      parties agree that, in the event that there is a dispute pertaining to my
      employment, this Agreement, or a subsequently executed separation
      agreement, such dispute will be resolved by arbitration before a single
      arbitrator in the City of New York, New York in accordance with the Rules
      of the American Arbitration Association (“AAA”). The arbitrator’s decision
      shall be binding and final, and judgment upon the award rendered may be
      entered in accordance with applicable law in any court having jurisdiction
      thereof.

               

            
	
              Integration

            	
              This
      Agreement constitutes the entire Agreement between the parties hereto with
      regard to the subject matter hereof.  There are no agreements,
      understandings, restrictions, inducements, warranties, or representations
      relating to said subject matter between the parties other than those set
      forth herein.

               

            
	
              Severability; Consent to
      Blue-Lining

            	
              In
      the event that it is determined that any term of this Agreement is
      unenforceable or has been waived, all other terms of this Agreement shall
      remain in full force and effect.

               

              In
      the event that it is determined that a term of this Agreement, as
      currently drafted, is overbroad, such term shall be construed in such a
      manner so as to be enforceable under applicable law.

               

            
	
              Construction

            	
              The
      Agreement shall not be construed more strictly against one party than the
      other merely by virtue of the fact that it, or any part of it, may have
      been prepared by counsel for one of the parties.

               

            
	
              Counterparts

            	
              This
      Agreement may be signed in counterparts, each of which shall be an
      original, with the same effect as if the signatures hereto and thereto
      were upon the same instrument.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Consultation with Counsel

            	
              The
      Company recommends that you take your time in considering this Agreement
      and that you consult with an attorney of your choice.  By
      signing this Agreement, you certify that you have had the opportunity to
      consult with an attorney prior to signing
it.

            


    

    


    We look forward to your joining the
Company.

    


    Please indicate your acceptance of the
foregoing terms of your employment by signing in the space provided below and
returning a copy of this letter to me via electronic mail or facsimile at (917)
351-5889.

    


    Very truly yours,

    


    


    


    Donald R. Uzzi

    


    


    


    
      	
              ACCEPTED

            	 
      	 
      
	 
      	 
      	 
      
	
              Date:

            	 
      	 
      
	 
      	 
      	 
      
	
              Signature:

            	 
      
	 
      	
              Victor
      L. Cisario