SOFTWARE SPECTRUM, INC. SPECIAL RETENTION BONUS AGREEMENT

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Exhibit 10.14

SOFTWARE SPECTRUM, INC.
SPECIAL RETENTION BONUS AGREEMENT

        This SPECIAL RETENTION BONUS AGREEMENT (this "Agreement") is made and entered into as of this 28^th day of February, 2006, by and between Software Spectrum, Inc., a Delaware corporation (the "Company"), and Keith R. Coogan (the "Executive").

        WHEREAS, the Company and the Executive have agreed that it is in their respective best interests that (i) the ongoing services of the Executive be secured at this time; and (ii) the Executive fully devote his attention to maximizing the value of the Company and to managing the Company's participation in any potential sale of the Company;

        NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows:

        1.    Definitions.    

        (a)   "Acquired" shall have the meaning ascribed to that term in the definition of Sale Proceeds.

        (b)   "Acquiror" shall have the meaning ascribed to that term in the definition of Sale Proceeds.

        (c)   "Board" shall mean the Board of Directors of the Company.

        (d)   "Bonus Award" shall mean an amount equal to the sum of the Cash Bonus Payment and the Sale Bonus Payment.

        (e)   "Cash Bonus Payment" shall mean the sum of Quarterly Bonus Payments set forth and defined in Section 3(a), if any.

        (f)    "Cause" shall mean (i) fraud, embezzlement, defalcation or acts of gross negligence or gross misconduct on the part of the Executive in the course of his employment or services; (ii) the Executive's engagement in conduct that is materially injurious to the Company or a subsidiary; (iii) the Executive's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which could reasonably be expected to have a material adverse impact on the Company's or a subsidiary's reputation and standing in the community; (iv) public or consistent drunkenness by the Executive or his illegal use of narcotics which is, or could reasonably be expected to become, materially injurious to the reputation or business of the Company or a subsidiary or which impairs, or could reasonably be expected to impair, the performance of the Executive's duties to the Company; or (v) willful failure by the Executive to follow the lawful directions of James Q. Crowe, Charles C. Miller, III or the Board; provided, however, that in each case other than with respect to clause (iii) above, the Company has provided to the Executive prior written notice of the facts and/or circumstances it claims constitute Cause and the Executive shall not have corrected, cured or remedied such facts and/or circumstances within 30 days after the Executive's receipt of such notice from the Company.

        (g)   "Disability" shall mean a permanent and total disability as defined in the Company's long-term disability insurance program, or, if no such program is in effect, Disability shall mean a total and permanent disability or incapacity resulting from medically demonstrable bodily injury or disease (i) which prevents the Executive from engaging in any regular occupation for compensation or profit, (ii) which has continuously existed for a period of at least six months, and (iii) for which the Executive would be eligible for or is in receipt of disability benefits under the Federal Social Security Act. The existence of a Disability shall be determined by the Board, which may require the Executive to undergo examination by a qualified physician selected by the Board at reasonable

times for the purposes of determining whether the Executive has incurred and continues to have a Disability.

        (h)   "Good Reason" shall mean any of the following actions if taken without the Executive's prior written consent: (i) any failure by the Company to comply with its obligations under Section 3 of this Agreement; (ii) any reduction in or failure to pay the Executive's compensation or benefits, except changes to company-wide benefit programs that affect all similarly situated persons similarly; (iii) any reduction in the Executive's title; (iv) any material reduction in the Executive's responsibilities or duties; (v) the assignment to the Executive of any duties materially inconsistent with the position of chief executive officer; or (vi) any relocation of the Executive's place of business to a location 35 miles or more from the current location; provided, however, that in each case the Executive has provided to the Company prior written notice of the facts and/or circumstances he claims constitute Good Reason and the Company shall not have corrected, cured or remedied such facts and/or circumstances within 30 days after the Company's receipt of such notice from the Executive.

        (i)    "Person" shall mean any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity.

        (j)    "Sale" shall mean (i) the merger or consolidation of the Company with an unaffiliated Person, (ii) the sale or exchange of all or substantially all of the assets or business operations of the Company to an unaffiliated Person, or (iii) the sale or exchange of at least a majority of the outstanding capital stock of the Company to an unaffiliated Person.

        (k)   "Sale Bonus Payment" shall mean 1% of the amount of the Sale Proceeds minus 75% of the total amount of all Quarterly Bonus Payments made to the Executive during the Term; provided, however, that if 75% of the total of such Quarterly Bonus Payments is equal to or greater than 1% of the amount of the Sale Proceeds, the Executive shall not be entitled to receive a Sale Bonus Payment.

        (l)    "Sale Proceeds" shall mean:

        (A)  the sum of (i) the amount of cash, the principal amount of any notes, and the fair market value (on the date of payment) of all other securities and other property (including any written contractual earn-out agreement) paid or payable, directly or indirectly, by the acquiring party (the "Acquiror") to the owner of the securities of the acquired party or the seller of the acquired business or assets (in either case, the "Acquired"), in connection with a Sale or a transaction related thereto, after taking into account any working capital or similar adjustments and (ii) the amount of any long-term liabilities of the Acquired (including obligations relating to any capitalized leases) and the principal amount of any indebtedness for borrowed money (x) reflected on the Acquired's balance sheet at the time of a Sale or repaid or retired in anticipation of a Sale (if such Sale takes the form of a merger or consolidation or a sale or exchange of stock) or (y) assumed directly or indirectly by the Acquiror in connection with a Sale (if such Sale takes the form of a sale or exchange of assets), minus (iii) the amount of any long-term liabilities of the Acquired not assumed directly or indirectly by the Acquiror in connection with a Sale (regardless of the form of the transaction between the Acquiror and the Acquired). For purposes of this definition, an Acquiror shall be deemed to have assumed its pro rata share, based on equity ownership, of any long-term liabilities to the extent that the Acquiror has obtained more than 50%, but less than 100%, of the capital stock of the Company in a Sale; and

        (B)  In addition, notwithstanding the foregoing, the chief executive officer of Level 3 Communications, Inc. shall have the right to determine, upon the exercise of his good faith

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and in his sole discretion, the amount by which the Sale Proceeds for purposes of this Agreement shall be adjusted if the nature of the terms of the Sale that created the Sale Proceeds contain contingencies (including, without limitation, receipt of a promissory note or earn-out agreement) or other elements (including, without limitation, continuing guarantees by Level 3 Communications, Inc. or any of its other affiliates), that would reduce the current value of the Sale to Level 3 Communications, Inc.

For purposes of this Agreement, "Sale Proceeds" shall equal the amount as determined by subparagraph (A) of this definition as adjusted, if any, by the provisions of subparagraph (B).

        (m)  "Term" shall have the meaning set forth in Section 2 below.

        2.    Term of Agreement; Duties.    

        (a)   Subject to Section 4 below, this Agreement shall be effective on the date hereof and shall continue in effect through December 31, 2007 (the "Term"). Upon expiration of the Term, all obligations of the parties under this Agreement (except obligations to pay money that exist as of the end of the Term and any obligation that by its terms survives the expiration of the Term) shall terminate and this Agreement shall have no further effect.

        (b)   The Executive will have such duties as are assigned or delegated to the Executive by the Board from time to time. As of the date of this Agreement, the Executive is the Chief Executive Officer of the Company and a member of the Board. From the date of this Agreement through the earlier of (i) the date a Sale is consummated or (ii) the end of the Term, the Executive will devote his entire business time, attention, skill, and energy exclusively to the business of the Company, will use his good faith efforts to promote the success of the Company's business, and will cooperate fully with the Board in the advancement of the best interests of the Company and its stockholder(s), which may include a Sale. Notwithstanding the foregoing, the Executive may continue to serve as a member of the board of directors of the two companies not affiliated with the Company that he currently serves in that capacity, and the time the Executive spends in performing his duties as a member of such boards of directors shall be deemed approved time off from the time he is required under this Agreement to devote to the business of the Company. Upon request by the Executive, and subject to the consent of the Board in its sole discretion, the Executive may become a member of the board of directors of one additional company not affiliated with the Company, and his services on such board of directors would likewise be deemed approved time off.

        3.  &