Prepared by MERRILL CORPORATION




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EXHIBIT 10.22  


 
 

EXECUTIVE EMPLOYMENT AGREEMENT    
  


    This EMPLOYMENT AGREEMENT ("Agreement") is executed as of the first day of August, 2001, by and between THOMAS SCOTT, an individual ("Employee"), EN POINTE
TECHNOLOGIES, INC., a Delaware corporation ("Parent") and EN POINTE TECHNOLOGIES SALES, INC. (the "Subsidiary" and together with Parent, the "Company"), with reference to the following
facts: 


    A.
Employee is an individual possessing unique management and executive talents of value to the Company. 



    B.
The Company desires to employ Employee as the President and Chief Operating Officer of the Subsidiary, and Employee desires to accept such employment, all on the terms and
conditions set forth in this Agreement. 


AGREEMENT  


    In consideration of the foregoing recitals and of the covenants and agreements herein, the parties agree as follows: 


	1
	Term. The Company hereby engages Employee to perform the duties and render the services set forth in Section 2 for a period
commencing on August 1, 2001 (the "Start Date") and ending on the third anniversary of such date, (the "Employment Period"), unless terminated earlier in accordance with Section 4
hereof, and Employee hereby accepts said employment and agrees to perform such services during the Employment Period.



	2
	Duties. Performing executive work of major importance to the Company, with the primary focus being the profitable management and
profitable growth of the Company. During the Employment Period, Employee shall devote his full business time and attention to performing his duties as an executive officer of the Company. His duties
shall include, but are not limited to: managing the overall direction, coordination and evaluation of all functions at the corporate level; formulating and administering policies for the Company;
developing long range goals and objectives for the Company; negotiation with established, third party and/or new vendors to achieve cost containment/reduction; and, establishing or modifying
operational systems to improve management and profitability. Additionally, he shall perform such duties as may reasonably be assigned to him by the Board of Directors of the Company. Employee's office
shall be at the Parent's headquarters location.



	3
	Change of Control. Notwithstanding the terms of Section 2.1 above, if the Company or a significant portion thereof is sold or
merged or undergoes a change of control transaction (as defined in the form of Parent's Stock Option Agreement, a copy of which is attached hereto as  Exhibit A), this Agreement shall survive
consummation of such transaction and shall continue in effect for the remainder of the Employment
Period, but Employee shall serve as an officer of the entity which succeeds to the business or a substantial portion of the business of the Company, and in such case shall bear a suitable title and
perform the duties and functions of such office of such publicly traded or privately held successor, consistent with those customarily performed by an officer of such a unit, division or entity
comparable to the then business of the Company, unit, division or entity. Employee may be required to accept greater or lesser responsibility by any successor, and agrees to fully cooperate and assist
in any resulting transition for up to the remainder of the Employment Period; and any adjustments required of Employee to complete the transition to any successor, unit, division or entity, shall not
violate this Agreement so long as "good reason" does not arise under Sections 4.6(b)(iii). 


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	4
	Conflict of Interest. Employee agrees that during the term of employment and for a period of eighteen (18) months thereafter,
employee will not, directly or indirectly, compete with the Company in any way, or usurp any Company opportunity in any way, nor will Employee act as an officer, director, employee, consultant,
stockholder, lender or agent of any entity which is engaged in any business in which the Company is now engaged or in which the Company becomes engaged during the term of employment. The Company is
now engaged in the business of reselling computer hardware, software and peripherals, primarily to corporate and governmental accounts, and in the business of selling computer systems consulting, help
and maintenance services, also primarily to corporate and governmental accounts. The company is not now engaged in the business of manufacturing computers or their primary components, nor is it now in
the business of reselling computers to non-end users. The Company may become engaged in the business of assembling computers from primary components manufactured by others and may become
engaged in the business of catalog, mail-order or internet sales. Employee also agrees that during the term of employment and for a period of eighteen (18) months thereafter,
Employee will not, directly or indirectly, whether on his own behalf or on behalf of another, offer employment or a consulting agreement to any Company employee, nor will Employee, nor Employee's
employer, directly or indirectly, whether on his own behalf or on behalf of another, actually employ or grant a consulting assignment to and Company employee. Employee also agrees that during the term
of employment and for a period of eighteen (18) months thereafter, Employee will not, directly or indirectly, whether on his own behalf or on behalf of another contact or solicit any of
Company's clients to do business with any other entity other than the Company.



	5
	Compensation. As compensation for his services to be performed hereunder, the Company shall provide Employee with the following
compensation and benefits:



	5.1
	Base Salary. Employee's base salary shall be $350,000.00 per year, subject to an annual increase (if any) in the sole discretion of
the Board of Directors, payable in accordance with the Company's payroll practices as in effect from time to time, and subject to such withholding as is required by law.



	5.2
	Quarterly Bonus. Effective October 1, 2001, Employee shall be entitled to the following quarterly bonus based on Company's
attainment of pre-tax net income during the following fiscal quarters: 




	Fiscal Quarter
 
	 	Pre-Tax Net Income Must Exceed
	 	Bonus

	1st Quarter of Fiscal Year 2002	 	$	650,000.00	 	$	100,000.00
	2nd Quarter of Fiscal Year 2002	 	$	750,000.00	 	$	100,000.00
	3rd Quarter of Fiscal Year 2002	 	$	1,100,000.00	 	$	100,000.00
	4th Quarter of Fiscal Year 2002	 	$	1,250,000.00	 	$	100,000.00
	 	Totals	 	$	3,750,000.00	 	$	400,000.00






    If
cumulative pre-tax net income, without considering any bonus payments, is $3,750,000.00 through the one-year period of the bonus calculation, Employee
receives the aggregate $400,000 bonus less any bonus previously received. Bonus is not guaranteed but, if earned, shall be payable 60 days after the end of each such quarter, except for any
bonus payable for the fourth quarter of fiscal 2001, which shall be payable 90 days after the end of such quarter. Bonus applicable to subsequent quarters, if any, shall be in the sole
discretion of the Board of Directors. If any bonus is declared or paid, it shall be subject to such withholding as is required by law. "Pre-tax net income" as the term is used in this
Section 5.2, shall mean pre-tax income from the core business of the Company excluding financial results from consolidation with, or any revenue from, or investments in, firstsource
corp., SupplyAccess, Inc., enRamp Inc., or En Pointe Technologies Ventures, Inc., and other outside investments, and including any bonus payable under this Section 5.2, but
also excluding any "recaptures" resulting from any settlements
of litigation matters regarding which charges have been previously recorded, or any "recaptures" resulting from re-categorization of the Ontario facility, 


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regarding which charges have been previously recorded, all calculated in accordance with generally accepted accounting principals. 


	5.3
	Benefits.



	5.3.1
	Vacation. Employee shall be entitled to four (4) weeks of paid vacation during each year of
the Employment Period consistent with the Company's then policy for senior executive employees. In the event Employee does not use such vacation, he shall receive, upon termination of the Employment
Period, vacation pay for all unused vacation calculated at the base salary rate set forth in Section 5.1 hereof. However, Employee shall endeavor to take vacation time in the year in which it
is allocated to him.



	5.3.2
	Business Expenses. The Company shall reimburse Employee for all reasonable business expenses
incurred by Employee in the course of performing services for the Company and in compliance with procedures established from time to time by the Company.



	5.3.3
	Other Benefits. Company shall provide Employee with such employment benefits as 401(k)
participation, medical insurance and disability insurance, on the terms and to the extent generally provided by the Company to its senior executive employees. 401(k) participation, medical insurance
and disability insurance shall commence after their respective waiting periods following the Start Date.



	5.3.4
	Stock Options.



	5.3.4.1
	Grant as Employee. Parent shall grant Employee incentive stock options for 250,000 shares of
Parent, with the exercise price being the market price at close of trading on the Start Date, and substantially subject to the other terms of Parent's form of stock option agreement, a copy of which
is attached hereto as Exhibit A. Except that vesting, generally, shall be over four (4) years as follows: 25% vesting six
(6) months from the Start Date and the remaining 75% vests equally over the following fourteen (14) quarters, and except that "change of control" vesting shall not be fully triggered by
a "change of control"; in the event of a "change of control", any vesting acceleration shall be determined by subsequent agreement; in the event no agreement is reached by no later than 15 days
after a "change of control", the extent of reasonable vesting acceleration, if any, shall be determined by binding arbitration pursuant to Section 8.1 below. The issuance of the options is
subject to stockholder approval of an amendment to Parent's 1996 Stock Incentive Plan or of a new Plan and to approval by Parent's
Board of Directors Compensation Committee; if there is no shareholder approval, any options in excess of those presently available under the unamended plan will be cancelled.



	5.3.5
	Other Persons. The parties understand that other officers and employees may be afforded payments
and benefits and employment agreements which differ from those of Employee in this Agreement; but Employee's compensation and benefits shall be governed solely by the terms of this Agreement, which
shall supersede all prior understandings or agreements between the parties concerning terms and benefits of employment of Employee with the Company. Other officers or employees shall not become
entitled to any benefits under this Agreement.



	6
	Termination.



	6.1
	Termination by Reason of Death or Disability. The Employment Period shall terminate upon the death or permanent disability (as
defined below) of Employee. 


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	6.2
	Termination by Company.



	6.2.1
	The
Company may terminate the Employment Period for "cause" by written notice to Employee.



	6.2.2
	The
Company may terminate the Employment Period for any other reason, with or without cause, by written notice to Employee.



	6.3
	Termination by Employee.



	6.3.1
	Employee
may terminate the Employment Period for "good reason" at any time by written notice to the Company.



	6.3.2
	Employee
may terminate the Employment Period for any other reason by written notice to the Company.



	6.4
	Severance Pay.



	6.4.1
	In
the event the Employment Period is terminated by the Company for any reason other than pursuant to Section 6.2.1 or by Employee for any
reason other than pursuant to Section 6.3.2 hereof or if the Employment Period is terminated because of the death or disability of Employee pursuant to Section 6.1, upon the
effectiveness of any such termination, the Company shall be obligated to pay to Employee (or his executors, administrators or assigns, as the case may be) all unpaid salary, benefits and bonuses (if
any) accrued through the date of effectiveness of such termination and, in addition, a cash severance payment equal to six months' total base salary, at the rates set forth herein, and such other
benefits as may be required by law.



	6.4.2
	In
the event the Employment Period is terminated by the Company pursuant to Section 6.2.1 hereof, the Employment Period is terminated by
Employee pursuant to Section 6.3.2 hereof, the Company shall have no obligation to pay any severance pay to Employee. The Company shall, however, be obligated to pay to Employee (or his
executors, administrators or assigns, as the case may be) all unpaid salary, benefits and bonuses (if any) accrued through the date of termination and shall provide such other benefits as may be
required by law.



	6.5
	Certain Definitions. For purposes of this Agreement:



	6.5.1
	The
term "cause" shall mean those acts identified in Section 2924 of the California Labor Code, as that section exists on the date of this
Agreement, to wit, any willful breach of duty by the Employee in the course of his employment, or in case of his habitual neglect of his duty or continued incapacity to perform it. Notwithstanding the
generality of the foregoing, this definition shall not cause any derogation of any rights relating to "permanent disability" as defined in 6.5(c) below.



	6.5.2
	The
term "good reason" shall mean the occurrence of one or more of the following events: (i) removal of Employee from the position and
responsibilities as set forth under Section 2 above; (ii) a material reduction by the Company in the kind or level of employee benefits to which Employee is entitled immediately prior to
such reduction with the result that Employee's overall benefit package is significantly reduced; (iii) the relocation of Employee to a facility or a location outside of California;
(iv) a subsequent change in control of the Company occurring after an initial change of control as contemplated by paragraph 3, or, (v) any material breach by the Company of any
material provision of this Agreement which continues uncured for thirty (30) days following written notice thereof.



	6.5.3
	The
term "permanent disability" shall mean Employee's incapacity due to physical or mental illness, which results in Employee being absent from the
performance of his duties with the Company on a full-time basis for a period of six (6) consecutive months. The existence or cessation of a physical or mental illness which renders
Employee absent from the performance of his duties on a full-time basis shall, if disputed by the Company or Employee, be conclusively 


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determined
by written opinions rendered by two qualified physicians, one selected by Employee and one selected by the Company. During the period of absence, but not beyond the expiration of the
Employment Period, Employee shall be deemed to be on disability leave of absence, with his compensation paid in full. During the period of such disability leave of absence, the Board of Directors may
designate an interim officer with the same title and responsibilities of Employee on such terms as it deems proper. 



	7
	Employee Benefit Plans. Any employee benefit plans in which Employee may participate pursuant to the terms of this Agreement shall be
governed solely by the terms of the underlying plan documents and by applicable law, and nothing in this Agreement shall impair the Company's right to amend, modify, replace, and terminate any and all
such plans in its sole discretion as provided by law. This Agreement is for the sole benefit of Employee and the Company, and is not intended to create an employee benefit plan or to modify the terms
of any of the Company's existing plans.



	8
	Miscellaneous.



	8.1
	Arbitration/Governing Law. To the fullest extent permitted by law, any dispute, claim or controversy of any kind (including but not
limited to tort, contract and statute) arising under, in connection with, or relating to this Agreement or Employee's employment, shall be resolved exclusively by binding arbitration in Los Angeles
County, California in accordance with the commercial rules of the American Arbitration Association then in effect. The Company and Employee agree to waive any objection to personal jurisdiction or
venue in any forum located in Los Angeles County, California. No claim, lawsuit or action of any kind may be filed by either party to this Agreement except to seek injunctive relief or to compel
arbitration or to enforce an arbitration award; arbitration is the exclusive dispute resolution mechanism between the parties hereto. Judgment may be entered on the arbitrator's award in any court
having Jurisdiction. The validity, interpretation, effect and enforcement of this Agreement shall be governed by the laws of the State of California.



	8.2
	Assignment. This Agreement shall inure to the benefit of and shall be binding upon the successors and the assigns of the Company, and
all such successors and assigns shall specifically assume this Agreement. Since this Agreement is based upon the unique abilities of, and the Company's personal confidence in Employee, Employee shall
have no right to assign this Agreement or any of his rights hereunder without the prior written consent of the Company.



	8.3
	Severability. If any provision of this Agreement shall be found invalid, such findings shall not affect the validity of the other
provisions hereof and the invalid provisions shall be deemed to have been severed here from.



	8.4
	Waiver of Breach. The waiver by any party of the breach of any provision of this Agreement by the other party or the failure of any
party to exercise any right granted to it hereunder shall not operate or be construed as the waiver of any subsequent breach by such other party nor the waiver of the right to exercise any such right.



	8.5
	Entire Agreement. This instrument, together with the plans referred to in Section 5, contains the entire agreement of the
parties. It may not be changed orally but only by an agreement in writing signed by the parties.



	8.6
	Notices. Any notice required or permitted to be given hereunder shall be in writing and may be personally served or sent by United
States mail, and shall be deemed to have been given when personally served or two days after having been deposited in the United States mail, registered or certified mail, return receipt requested,
with first-class postage prepaid and properly addressed as 


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follows.
For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is given as provided in this Section 8.6) shall be as follows: 





	

If to Employee:	
 	

Thomas Scott 11 Mirador

Irvine, CA 92612
	

If to the Company:	
 	

En Pointe Technologies, Inc.

100 N. Sepulveda Blvd., 19th Floor

El Segundo, CA 90245

Attention: Mike Shabazian





	8.7
	Headings. The paragraph and subparagraph headings herein are for convenience only and shall not affect the construction hereof.



	8.8
	Further Assurances. Each of the parties hereto shall, from time to time, and without charge to the other parties, take such
additional actions and execute, deliver and file such additional instruments as may be reasonably required to give effect to the transactions contemplated hereby.



	8.9
	Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.



	8.10
	Separate Counsel. The Company has been represented by counsel in the negotiation and execution of this Agreement and has relied on
such counsel with respect to any matter relating hereto. The Employee has been invited to have his own counsel review and negotiate this Agreement and Employee has either obtained his own counsel or
has elected not to obtain counsel. 



    IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year first above written. 



	
"EMPLOYEE"	
 	

"PARENT"
	

 	
 	

EN POINTE TECHNOLOGIES, INC.,

a Delaware corporation
	

 	
 	

By:	
 	

 
	
	 	 	 	

	Thomas Scott	 	 	 	Michael Shabazian, President




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EXECUTIVE EMPLOYMENT AGREEMENT