Exhibit 10.1


EMPLOYMENT AGREEMENT


This
Employment Agreement (“Employment Agreement”) is made as of April 9, 2007, to
be effective as of April 9, 2007 (the “Effective Date”), by and among CLST-NAC,
Ltd., formerly known as CellStar, Ltd., a Texas limited partnership (collectively,
the “Company”) and Sherrian Gunn (the “Employee”).


WHEREAS, on March 30, 2007, the Company completed a
transaction (the “Transaction”) that resulted in the sale of substantially all
of the assets of the Company and will result in a subsequent liquidation of the
remaining assets of the Company and its affiliates;


WHEREAS,  the Company
desires to retain the services of Employee following the closing of the
Transaction;


NOW, THEREFORE, in consideration of the mutual promises and
agreements made in this Employment Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Employee and the Company hereby agree as follows:


1.                                       Employment.  The Parties acknowledge that the Company’s employment
of Employee constitutes an “at-will” employment relationship.  Upon the Effective Date, the Company will
provide Employee the opportunity to remain employed by the Company, subject to
the terms of this Employment Agreement, and pay Employee a signing bonus (“Signing
Bonus”) referenced in paragraph 2 below, conditioned on Employee’s execution of
a release agreement in the form attached as Exhibit A (the “Release”).  Employee will be required to accept a title of
officer if one is offered to her, and shall perform such duties and provide
such services as may be reasonably requested by the Company, on the terms and
conditions set forth herein.  The Company
shall name Employee as a beneficiary under all Director and Officers’ liability
policies in existence at the Effective Date. 
The term of Employee’s continued employment pursuant to this Employment
Agreement shall be twelve (12) months from the Effective Date (the “Term”).  If the Company wishes to extend the Term, the
Company shall provide Employee thirty (30) days notice prior to the end of the
Term, but both Parties must agree to extend the Term by mutual written
agreement (“Extended Term”).  For
purposes of the Completion Bonus, as defined in paragraph 3 hereto, the Company
may only request that Employee agree to one extension of the Term prior to
payment of the Completion Bonus.  Employee
will be paid $13,390.63 per month (“Wages”), in accordance with the Company’s
established payroll practice, through the Term, or Extended Term, and will be
provided paid time off (“PTO”), vacation and holidays normally available to
employees of the Company consistent with the Company’s established policies.  The Company shall have no obligation to
provide Employee with medical benefits. 
Notwithstanding the foregoing, in lieu of any health, dental or vision
insurance, the Company agrees to provide Employee with a benefits allowance
(the “Benefits Allowance”) in the amount of $1,500 per month during the Term of
this Agreement.  Such Benefits Allowance
shall be paid monthly on the first of every month.  Upon the termination of this Agreement
without cause by the Company, all payments of the Benefits













Allowance
shall cease and Consultant shall receive a lump sum equivalent to six (6)
months of the Benefits Allowance.


2.                                       Signing Bonus.  The Company will pay Employee, conditioned on
Employee’s execution of this Employment Agreement and Release referenced in
paragraph 1 of this Employment Agreement, a Signing Bonus in the amount of (a)
a lump-sum amount of $64,275, minus required withholdings and deductions, which
is the amount that would be payable to Employee by the Company as Severance Pay
in accordance with the Company’s customary practice in the event Employee’s
employment with the Company had been terminated as a result of the Transaction;
and (b) the amount of PTO the Employee had accrued for the calendar year 2006,
minus required withholdings and deductions. 
The Signing Bonus shall be paid in lieu of any severance obligation that
the Company may have following the termination of Employee’s Term or Extended
Term for any reason, except that Employee shall be entitled to any accrued but
unused PTO not paid pursuant to this Employment Agreement.  The Signing Bonus shall be paid to Employee
within fifteen (15) days following the Employee’s execution of the Release.


3.                                       Completion
Bonus.  Upon completion of the Term,
or any Extended Term, the Company will pay to Employee a bonus in an amount
equal to $257,100, which amount is twelve (12) times the monthly Wages of
Employee pursuant to this Employment Agreement, plus an additional amount
equivalent to two times the amount that is 30% of Employee’s annual salary pursuant
to this Agreement  (the “Completion Bonus”),
payable to Employee in a lump sum amount, minus required withholdings and
deductions, conditioned on Employee’s execution of a supplemental release
agreement in the form attached as Exhibit B (“Supplemental Release”).  If Employee declines to extend the Term and
proper notice has been given by the Company, Employee will forfeit the
Completion Bonus.  Employee is only
required to complete one Extended Term in order to receive the Completion
Bonus.  The Completion Bonus shall be
paid to Employee within fifteen (15) days following the Employee’s execution of
the Supplemental Release


4.                                       Termination.  The Term and any Extended Term may be
accelerated and this Employment Agreement and Employee’s employment terminated
by the Company for Cause, or without cause. 
At the end of the Term, or any Extended Term, or sooner if accelerated
by the Company, or voluntarily terminated by Employee prior to expiration of
the stated Term, or Extended Term, Employee’s employment with the Company and
this Employment Agreement (except those post termination obligations set forth
in paragraphs 7 and 8 of this Employment Agreement) will end, which shall be
referred to as the “Termination Date.”


Employee
may terminate this Employment Agreement upon sixty (60) days written notice to
the Company.  If Employee terminates this
Employment Agreement prior to the expiration of the Term, or any Extended Term,
Employee will no longer be eligible to receive the Completion Bonus described
in paragraph 3 hereof, will no longer receive Premium Reimbursements referred
to in paragraph 1 hereof beginning with the first day of the month following
the date of Termination Date, and will not be entitled to any compensation
other than his or her unpaid Wages earned through the Termination Date and
accrued, unused PTO consistent with Company policy.



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The
Company may accelerate and terminate this Employment Agreement and Employee’s
termination upon thirty (30) days written notice to the Employee during the
Term or Extended Term.  In the event that
this Employment Agreement and Employee’s employment is terminated by the Company
prior to the end of the Term, or any Extended Term, the Company shall pay
Employee for any unpaid Wages earned through the Termination Date.  In addition, if the Company terminates this Employment
Agreement “without Cause” at any time prior to the end of the original Term or
the Extended Term, the Company shall pay Employee, in a lump-sum, an amount
equal to the remaining Wages that Employee would have earned had Employee
completed the original Term, less required withholdings and deductions, plus
the Completion Bonus, conditioned on Employee’s execution of the Supplemental
Release.  Such payments shall be made to
Employee within fifteen (15) days following Employee’s execution of the
Supplemental Release.


5.                                       Change in
Control.


a.                                       Definition of
Change in Control.  For purposes of this
Agreement, a “Change in Control” shall mean the following:  the members of the board of directors (the “Board”)
of CLST Holdings, Inc., formerly known as CellStar Corporation (“Parent”) on
the date hereof (the “Incumbent Directors”) cease to be a majority of the
members of that Board; provided that any individual becoming a director
subsequent to the date hereof whose election or nomination for election by the
Parent’s stockholders was approved by a majority of the Incumbent Directors
shall be considered an Incumbent Director.


b.                                      Notwithstanding
the provisions of Paragraph 4 (Termination) hereof, during the ninety (90) day
period after a Change in Control, Employee may terminate her employment
hereunder for a Change in Control. In such event and in lieu of any payments
that Employee would be otherwise entitled to receive pursuant to this
Agreement, Employer shall pay to Employee as severance pay and as liquidated
damages (because actual damages are difficult to ascertain), in a lump sum, in
cash, within fifteen (15) days after termination and Employee’s execution of
the Supplemental Release, an amount which is equal to (1) the remaining Wages
that Employee would have earned had Employee completed the original Term or
Extended Term, (2) the Completion Bonus, and (3) six (6) months of the Benefits
Allowance, less required withholdings and deductions; provided, however,
that if such payment, either alone or together with other payments or benefits,
either cash or non-cash, that Employee has the right to receive from the
Company, including, but not limited to, accelerated vesting or payment of any
deferred compensation, options, stock appreciation rights or any benefits
payable to Employee under any plan for the benefit of employees, would
constitute an “excess parachute payment” (as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”)), then such payment or other benefit shall be reduced
to the largest amount that will not result in receipt by Employee of a
parachute payment. The determination of the amount of the payment described in
this Section shall be made by Parent’s independent auditors.


c.                                       In the event
Employee is required to take steps to enforce the provisions of this Paragraph
5 against the Company, Parent, or any of their affiliates, Employee shall
be entitled to recover from the Company for all reasonable costs and expenses
(including without limitation, attorneys’ fees) incurred by Employee as a
remedy in such action; and such costs and expenses shall be promptly paid to
Employee.



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6.                                       Cause.  For purposes hereof, “Cause” shall mean
termination because of the Employee’s (i) continued unsatisfactory performance
of or refusal to perform the duties that are assigned to her during the Term,
(ii) engaging in unethical or illegal behavior, (iii) failure to follow
established policies of the Company, (iv) conviction of or entry of a plea of
guilty or nolo contendere to any crime involving
moral turpitude or entry of an order duly issued by any federal or state
regulatory agency having jurisdiction in the matter permanently prohibiting
Employee from performing his or her duties under this Employment Agreement, or
(v) any other material breach of any provision of this Employment Agreement.  In the event Employee’s employment is
terminated for Cause, Employee will no longer be eligible to receive the
Completion Bonus, and will only be entitled to receive the unpaid Wages earned
through the Termination date.


7.                                       Confidentiality
Agreement.  Employee
acknowledges and agrees that she is subject to that certain Non-Competition and
Confidentiality Agreement (the “Confidentiality Agreement”) dated April 9, 2007,
between Employee and the Company, and Employee shall continue to be bound by
the terms and conditions of such Confidentiality Agreement


8.                                       Intellectual
Property and Works Made for Hire.  Employee acknowledges and agrees that she is
subject to that certain Agreement Regarding Inventions (the “IP Agreement”)
dated April 9, 2007, between Employee and the Company, and Employee shall
continue to be bound by the terms and conditions of such IP Agreement.


9.                                       Miscellaneous.


a.                                       CellStar’s
Remedies.  Employee
acknowledges that the restrictions contained in this Employment Agreement are
reasonable and necessary to protect the Company’s legitimate business interest
and that any violation of this Employment Agreement would result in irreparable
harm to the Company for which there is no adequate remedy at law.   Therefore, Employee agrees that, in addition
to any other remedies available, the Company shall be entitled to injunctive
relief, specific performance, and other equitable relief to secure the
enforcement of this Employment Agreement.


b.                                      Successors and
Assigns.  This Employment Agreement
shall bind and inure to the benefit of the parties hereto and their heirs,
successors and assigns.


c.                                       Governing Law.  This Employment Agreement shall be governed
by the laws of the State of Texas, without regard to conflict of laws
principles.   Employee also consents to the personal jurisdiction
of the state and/or federal courts in the State of Texas for any legal action
relating to the Services performed under this Employment Agreement.


d.                                      Entire
Agreement and Amendment.  This
document contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior discussions between the parties
with respect to the aforementioned topics. 
 Any failure to enforce any
provision(s) of this Employment Agreement shall not constitute a waiver thereof
or of any other provision hereof.   If any provision of this Employment Agreement
is deemed void



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as
a matter of law, all remaining provisions will continue in full force and
effect.   This Employment Agreement may not be amended,
nor any obligation waived, except by a writing signed by both parties hereto.


e.                                       Survival of
Confidentiality Obligation.  Notwithstanding any other provision in this Employment
Agreement, Employee’s obligation to hold and keep all Confidential Information
confidential shall survive the expiration or earlier termination of this Employment
Agreement for a period of five (5) years.



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IN WITNESS WHEREOF, the Parties hereto have
executed this Employment Agreement effective as of the 9th day of April, 2007.


	
  CLST-NAC, LTD.

  	
   

  	
  EMPLOYEE

  	
   

  	
   

  
	
    By:

  	
  National Auto Center, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
  General Partner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Michael J. Farrell

  	
   

  	
  /s/ 
  Sherrian Gunn

  
	
  Michael J.
  Farrell

  	
   

  	
  Sherrian Gunn

  
	
  Chief Executive
  Officer

  	
   

  	
   

  	
   

  	
   

  
							



 



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EXHIBIT A


GENERAL
RELEASE AND SEVERANCE AGREEMENT

(“AGREEMENT”)


For
good and valuable consideration, receipt of which is hereby acknowledged, the
parties enter into this General Release and Severance Agreement (“Agreement”)
as follows:


1.                   Parties.  The parties to this Agreement are Sherrian
Gunn, his or her  heirs, spouse,
representatives, successors and assigns (hereinafter referred to collectively
as “Employee”), and CLST-NAC, Ltd., formerly known as CellStar, Ltd., and any
of their predecessors, successors, divisions, subsidiaries, affiliates or
related companies, organizations, joint venture partners, partners, including,
their present and former officers, directors, shareholders, agents,
fiduciaries, employees, attorneys, representatives, successors and assigns
(hereinafter referred to collectively as the “Company”).


2.                   Transaction.  The Company is considering a potential
transaction that would result in a sale of substantially all of the assets of
the Company and a subsequent liquidation of the remaining assets of the Company
and its affiliates (“Transaction”).


3.                   Consideration.  In consideration of Employee’s execution
of the Employment Agreement dated April 9, 2007, between Employee and the
Company, this Agreement and release of claims against the Company as described
in Paragraph 4 below, the Company agrees to retain Employee after the
Transaction as an employee of the Company. 
Employee will continue to receive his or her existing base salary for an
amount of time provided in the Employment Agreement, which shall be referred to
as the “Term.”  In addition, the Company
will pay a Signing Bonus in the amount of (a) a lump-sum amount of $64,275,
minus required withholdings and deductions, which is the amount that would be
payable to Employee by the Company as Severance Pay in accordance with the
Company’s customary practice in the event Employee’s employment with the
Company had been terminated as a result of the Transaction; and (b) the amount
of PTO the Employee had accrued for the calendar year 2006, minus required
withholdings and deductions (the “Signing Bonus”).  Furthermore, in the event Employee elects to
continue his or her health insurance under any group healthcare plan maintained
by Brightpoint, Inc. or its affiliates, the Company will reimburse Employee
during the Term or Extended Term, as such term is defined in the Employment
Agreement, for such premiums paid by Employee (“Premium Reimbursements”) at the
end of the month.


Employee
recognizes and agrees that (i) the payments set forth in this paragraph exceed
the amount to which he/she would otherwise be entitled under applicable Company
policies, (ii) he/she is not entitled to the benefits or payments set
forth in this paragraph, including the Signing Bonus and Premium
Reimbursements, and (iii) will only be eligible for the those benefits and
receive the payments set forth in this paragraph as a condition of signing this
Agreement.  The payments to Employee
pursuant to this paragraph constitute full and final



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resolution of any
and all potential claims by employee, whether known or unknown, as set forth in
Paragraph 4 below.


In further
consideration of this agreement, Employee will cooperate with the Company in
response to requests for information or assistance by the Company in connection
with any matters relating to or arising out of Employee’s employment with the
Company.  The Company shall reimburse
Employee for his/her reasonable, actual out-of-pocket expenses incurred while
providing such assistance, in accordance with the policies and procedures of
the Company.


4.                   Release
Of Claims.  In consideration of the
Term and/or Extended Term, payments and promises described in Paragraph 3,
Employee, on behalf of himself/herself, his/her heirs, spouse, representatives,
successors and assigns, hereby releases, discharges, and forever holds the
Company harmless from any and all claims, demands, actions, causes of action,
costs, fees, bonuses, commissions, compensation, severance pay, suits and all
liability whatsoever, whether known or unknown, fixed or contingent, liquidated
or unliquidated, civil or criminal, arising or existing on, or at any time
prior to, and through the date Employee signs this Agreement, as described in
paragraph 3 of this Agreement, except as provided in this Agreement.  Such released claims include, without
limitation, claims relating to or arising out of (i) Employee’s employment
and any employment contract with the Company, except for the Employment
Agreement referenced in paragraph 3 of this Agreement, (ii) any claim for
severance or other compensation, except as set forth in this Agreement,
(iii) Employee’s separation from employment with the Company, (iv) the
Company’s policies, and (iii) all claims known or unknown, through the
date of this Agreement, that could be asserted by Employee against the Company,
at law or equity or sounding in contract (express or implied) or tort, or
arising under any federal, state, or local laws of any jurisdiction that
prohibits age, sex, race, national origin, color, disability, religion,
veteran, military status, sexual orientation, or any other form of discrimination,
harassment, or retaliation (including, without limitation, claims under the
Americans with Disabilities Act (“ADA”), Title VII of the Civil Rights Act of
1964, as amended, age discrimination claims under the Age Discrimination in
Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the
Rehabilitation Act, the Family and Medical Leave Act (“FMLA”), the
Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Uniform Services
Employment and Re-employment Rights Act of 1994, and the Texas Commission on
Human Rights Act and any other federal, state, local or municipal whistleblower
protection, discrimination or anti-retaliation statute or ordinance) or any
other federal, state, local or municipal laws in any jurisdiction, claims
arising under the Employee Retirement Income Security Act (“ERISA”), or any
other statutory, contractual or common law claims.


5.                   No Admission Of Liability This Agreement shall not in any way
be construed as an admission by the Company of any acts of wrongdoing or
violation of any statute, law, or legal right. 
Rather, the Company specifically denies and disclaims that it has any
liability to Employee, but is willing to pay the sum described above at this
time to definitively resolve once and forever this matter and to avoid the
costs, expense, and delay of litigation.


6.                   No
Assignment Of Claims.  Employee
represents that he/she has not transferred or assigned, to any person or
entity, any claim involving the Company, or any portion thereof or interest therein.



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7.                   Binding
Effect Of Agreement.  This Agreement
shall be binding upon the Company and upon Employee and his/her heirs, spouse,
representatives, successors and assigns.


8.                   Controlling
Law.  This Agreement shall in all
respects be interpreted, enforced, and governed under the laws of the State of
Texas.  The Company and Employee agree
that the language in this Agreement shall, in all cases, be construed as a
whole, according to its fair meaning, and not strictly for, or against, any of
the parties.


9.                   Severability.  Should any provision of this Agreement be
declared or determined to be illegal or invalid by any government agency or
court of competent jurisdiction, the validity of the remaining parts, terms or
provisions of this Agreement shall not be affected and such provisions shall
remain in full force and effect.


10.            Entire
Agreement.  This Agreement sets forth
the entire agreement between the Parties regarding Employee’s release of
claims.  Employee represents and
acknowledges that in executing this Agreement, he/she does not rely, and has
not relied, upon any representation(s) by the Company or its agents except as
expressly contained in this Agreement.


11.            Right To Consult Attorney And Voluntary
Nature Of Agreement.  Employee
acknowledges that he/she has had an opportunity to review all aspects of this
Agreement, has been advised to consult with an attorney if he/she chooses, and
has had the opportunity, if he/she so desires, to consult with an attorney of
his/her own choosing regarding the effect of this Agreement.  Employee further acknowledges that he/she has
been given a period of twenty-one (21) days from April 6, 2007, to review and
consider this Agreement before executing it, and has the right to use as much
or as little of the twenty-one (21) day period as he/she wishes before
executing this Agreement.  Employee may
revoke this Agreement within seven (7) days after signing it, in which event
this Agreement and the obligations herein, including the payments set forth in
paragraph 3 of this Agreement, are null and void.  Revocation is only effective if Employee
delivers a written notice of revocation to the Company, c/o Sherrian Gunn, 601
S. Royal, Coppell, Texas 75019, within seven (7) days after executing the
Agreement.  Employee understands that the
Company’s obligations under this Agreement do not become effective until after
the seven-day revocation period has expired. 
Employee represents and agrees that he/she is voluntarily entering into
this Agreement.


PLEASE
READ CAREFULLY – THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS


[Signature
Page Follows]



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MY
SIGNATURE BELOW MEANS THAT I HAVE READ THIS RELEASE AND SEVERANCE AGREEMENT AND
AGREE AND CONSENT TO ALL THE TERMS AND CONDITIONS CONTAINED IN THE AGREEMENT.


	
        

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:    April
  9, 2007

  	
  /s/ Sherrian Gunn

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE OF TEXAS

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  COUNTY
  OF DALLAS

  	
  §

  	
   

  



 


Before me, a Notary Public, on this day personally
appeared Sherrian Gunn, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he/she executed the
same for the purposes and consideration therein expressed.


Given under my
hand and seal this 9th day of April, 2007.


	
  

  	
  [signature of Notary Public]

  	
   

  
	
  (SEAL)

  	
  Notary Public in and for the State of Texas

  




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  CLST-NAC, LTD.

  	
   

  	
   

  
	
   

  	
   By:

  	
  National Auto Center, Inc.

  	
   

  
	
   

  	
   

  	
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:  April
  9, 2007

  	
   By:

  	
  /s/ Michael J. Farrell

  	
    

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Michael J. Farrell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  STATE
  OF TEXAS

  	
  §

  	
   

  	
   

  
	
   

  	
  §

  	
   

  	
   

  
	
  COUNTY
  OF DALLAS

  	
  §

  	
   

  	
   

  
								



 


Before
me, a Notary Public, on this day personally appeared Michael J. Farrell,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of
National Auto Center, Inc., acting in its capacity as General Partner for
CLST-NAC, Ltd., and that he/she has executed the same on behalf of said entities
for the purposes and consideration therein expressed, and in the capacity
therein stated.


Given under my hand and seal of office this 9th day of
April, 2007,


	
  (SEAL)

  	
  [Signature of Notary Public]

  	
   

  
	
   

  	
  Notary Public in and for the State of Texas

  



 



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