SOFTWARE SPECTRUM, INC. SPECIAL RETENTION BONUS AGREEMENT

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Exhibit 10.15

SOFTWARE SPECTRUM, INC.
SPECIAL RETENTION BONUS AGREEMENT

        This SPECIAL RETENTION BONUS AGREEMENT (this " Agreement ") is made and entered into as of this 19 ^th day of May, 2004, 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 (i) the 2004 Bonus Payments, and (ii) the 2005 Bonus Payments, 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 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)    " Initial 2004 Bonus Payment " shall mean the payment contemplated by Section 3(a)(i) below.

        (j)    " 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.

        (k)   " 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.

        (l)    " Sale Bonus Payment " shall mean 1% of the amount of the Sale Proceeds. To the extent that the Sale Proceeds includes the receipt of an earn-out or other delayed payment structure, the Executive shall receive that portion of the Sale Bonus Payment relating to the earn-out or such delayed payment at such time as the Company or the Company's sole stockholder, as applicable, receives its payment.

        (m)  " Sale Proceeds " shall mean 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 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, 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.

        (n)   " 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, 2005 (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.

        3.     Payment of Bonus Award.     

        (a)   Subject to Section 4 below, the Company shall pay the Executive the following amounts in 2004 (the "2004 Bonus Payments"):

          (i)  $400,000 within four (4) business days following the date of this Agreement;

         (ii)  $200,000 on August 31, 2004;

        (iii)  $200,000 on October 31, 2004; and

        (iv)  $200,000 on December 31, 2004.

Notwithstanding the foregoing, to the extent that a Sale is consummated before any of the dates contemplated in this Section 3(a), any remaining unpaid portion of the 2004 Bonus Payments shall be due and payable to the Executive within two (2) business days following such consummation.

        (b)   Subject to Section 4 below, the Company shall pay the Executive the Sale Bonus Payment within two (2) business days following receipt by the Company or its stockholder(s), as applicable, of the Sale Proceeds. Subject to Section 4 below, if a Sale has not occurred on or prior to December 31, 2004, the Company shall pay to the Executive $250,000 on each of March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005 (each a "2005 Bonus Payment" and together, the "2005 Bonus Payments"); provided , however , that any such payments shall be applied dollar for dollar to reduce the Company's obligation to make a Sale Bonus Payment hereunder, if any; and provided further that the payment of any Sale Bonus Payment shall terminate the Company's obligation to make any 2005 Bonus Payments payable after the date of such Sale Bonus Payment.

        4.     Termination of Employment and Compensation upon Termination.     

        (a)   The Executive and the Company acknowledge that the employment of the Executive by the Company is "at will" and may be terminated by either the Executive or the Company at any time.

        (b)   In the event of a termination of the Executive's employment during the Term due to death or Disability, the Company shall pay to the Executive or the Executive's estate, as applicable, a pro rata portion of the Cash Bonus Payment through the effective date of termination, and no other compensation under this Agreement will be owed to the Executive or the Executive's estate; provided , however , that if a definitive agreement relating to a Sale has been executed at the effective date of such termination, or if a definitive agreement relating to a Sale is subsequently executed with a party with whom the Company has had substantive negotiations regarding a Sale prior to the effective date of such termination, or with an affiliate of such party, and such negotiations have not been interrupted for a material period of time (90 days or more) prior to the date of execution of such definitive agreement, the Company shall also pay to the Executive the Sale Bonus Payment, less any 2005 Bonus Payments made to the Executive through the effective date of such termination, but only if such result would be a positive value. For example, if the Executive is Disabled at a time when a definitive agreement regarding a Sale has been executed, the amounts owed to the