EX-10.2
EMPLOYMENT
AGREEMENT
EMPLOYMENT
AGREEMENT (the “Agreement”) made this 20th day of
November 2008 between SED INTERNATIONAL HOLDINGS, INC., a Georgia
corporation (the “Company”) and Barry Diamond, 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 Vice President of
Purchasing, 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 any other affiliate of
the Company (“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 Two
Hundred Fifteen Thousand Dollars ($215,000.00) . 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.
3.
Term and Termination.
(a)
The term (“Term”) of this Agreement and of Executive's
employment hereunder shall commence as of November __, 2008 and
shall continue for a period of two (2) years thereafter unless
earlier terminated as provided in Section 3(b) of this
Agreement.
(b)
Executive's employment under this Agreement shall terminate upon
Executive's death. 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); or (iii) 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 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; or
(x) 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 as provided in Section 3(b), neither the Company nor the
Subsidiary, as applicable, shall have any
2
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 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
