EX-10.24.1






Exhibit 10.24.1




AMENDMENT TO EMPLOYMENT AGREEMENT




     THIS AMENDMENT (this “Amendment”) TO THE EMPLOYMENT AGREEMENT, dated as of November 9, 2006
between Brightpoint, Inc., an Indiana corporation (the “Employer” or the “Company”), and Vincent
Donargo (the “Employee”) is entered into as of December 30, 2008.



     WHEREAS, the Employer and the Employee have entered into an employment agreement, dated as of
November 1, 2006 (the “Agreement”); and



     WHEREAS, the Employer and Employee wish to amend certain sections of the Agreement as
provided below.



     NOW, THEREFORE, in consideration of the premises and mutual benefits and covenants contained
herein, the parties hereto agree as follows:



     1. Unless the context indicates otherwise, capitalized terms used and not defined in
this Amendment shall have the respective meanings assigned thereto by the Agreement.



     2. This Amendment is effective as of the date first set forth above, except as
specifically provided otherwise.



     3. Section 7.F. of the Agreement shall be amended and restated in its entirety as
follows:




     “F. If the Employer terminates the Employee’s employment and this Agreement, other
than for Cause (as defined in Section 5), death or disability, or other than as a result of
the Employee’s termination of this Agreement or his resignation, then the separation
payment provided for in Section 7.C. above shall be paid in a lump-sum cash payment within
thirty (30) days after the effective date of the Separation Agreement.”




     4. A new Section 11 is added to the Agreement as follows:




     “XI. Compliance with Code Section 409A. It is intended that any amounts
payable under this Agreement and the Employer’s and the Employee’s exercise of authority or
discretion hereunder shall comply with Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), including the Treasury regulations and other published guidance
relating thereto, so as not to subject the Employee to the payment of any interest or
additional tax imposed under Code Section 409A. To the extent any amount payable to the
Employee from the Employer, per this Agreement or otherwise, would trigger the additional
tax imposed by Code Section 409A, the payment arrangements shall be modified to avoid such
additional tax. Notwithstanding any provision in the Agreement to the contrary, as needed
to comply with Code Section 409A, payments due under this Agreement shall be subject to a
six (6) month delay such that amounts otherwise payable during the six (6) month period
following the Employee’s separation from service shall be accumulated and paid in a
lump-sum catchup payment as of the first day of the seventh-month following separation from
service.”



 









 





     5. Miscellaneous.



          (a) This Amendment is a legal and binding obligation of the parties,
enforceable in accordance with its terms.




          (b) This Amendment shall be construed in accordance with the internal laws
and not the choice of law provisions of the State of Indiana.




          (c) Except as specifically amended hereby, the Agreement shall remain in full
force and effect. In the event the terms of the Agreement conflict with this Amendment, the
terms of this Amendment shall control.




          (d) Except as otherwise provided herein, this Amendment contains the entire
understanding between the parties, and there are no other agreements or understandings between
the parties with respect to the subject matter hereof. No alteration or modification hereof
shall be valid except by a subsequent written instrument executed by the parties hereto.




          (e) This Amendment may be executed in any number of counterparts, and
each such counterpart shall be deemed to be an original instrument, but all such counterparts
together shall constitute only one agreement. Any facsimile of this Amendment shall be
considered an original document.








     IN WITNESS WHEREOF, each of the parties hereto has duly
executed this Amendment to the Agreement as of the date first set forth above.



	 	 	 	 	 
	 	BRIGHTPOINT, INC.

 	 
	 	By:  	/s/ Robert J. Laikin

 	 
	 	 	Name:  	Robert J. Laikin 	 
	 	 	Title:  	CEO 	 
	 
	 	EMPLOYEE

 	 
	 	/s/ Vincent Donargo
 	 
	 	VINCENT DONARGO 	 
	 	 	 
	 



 

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