May 6,
2009
Via
Electronic Mail
Mr. Victor L.
Cisario
479 Rose
Lane
Rockville
Centre, NY 11570
Dear
Victor:
I am pleased to
offer you the position of Chief Financial Officer with Merisel,
Inc. (hereinafter to referred to, along with its parents,
subsidiaries, affiliates, divisions, successors and assigns, and
each of their respective successors and assigns, as the
“Company”) under the following terms and
conditions:
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Start Date
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Your start date
will be __________.
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Annual Base Salary
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The Company
will pay you an Annual Base Salary of $210,000 that will be paid in
accordance with the Company’s customary payroll
practices.
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Annual Incentive
Bonus
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You are
eligible to receive an Annual Incentive Bonus of forty percent
(40%) of your Annual Base Salary. The Company’s
Board of Directors (“Board”) or Compensation Committee
will determine, at its sole discretion, whether you will receive an
Annual Incentive Bonus.
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Benefits
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You are
eligible to participate in the Company’s benefit plans on the
same terms and conditions as the Company’s other senior
executives.
Your benefits
will include four (4) annual weeks of paid vacation, and
reimbursement of appropriate business expenses as per the
Company’s existing policies and procedures.
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Severance
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In the event
that the Company terminates you without Cause (as defined below) in
the absence of a Change in Control (as defined below), the Company
will pay you severance equivalent to six (6) months (on a pro rata
basis) of your Annual Base Salary. In the event that the
Company terminates you without Cause with a Change in Control, the
Company will pay you severance equivalent to twelve (12) months (on
a pro rata basis) of your Annual Base Salary.
“Cause” shall
include: your negligence, neglect of duties,
incompetence, dishonesty, willful disobedience of a material and
lawful instruction of the Board, or breach of any provision of this
Agreement; an order entered by the SEC, a state regulatory agency
or an exchange on which the Company’s securities are traded
finding that you have violated the securities laws; or your
indictment, conviction or plea of guilty or nolo contendere to any
felony or misdemeanor involving moral turpitude.
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“Change in Control” means the
occurrence of one of the following events: 1) any
“person” (as such term is used in Section 13(d) and
14(d) of the Exchange Act) becoming the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing
50% or more of the total voting power represented by the
Company’s then outstanding voting securities; 2) the
consummation of the sale or disposition by the Company of all or
substantially of its assets; or 3) the consummation of a merger or
consolidation of the Company with any other entity, other than a
merger or consolidation that would result in the voting securities
of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at
least 50% of the total voting power represented by the voting
securities of the Company (or such surviving entity or its parent)
outstanding immediately after such merger or
consolidation.
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Confidential
Information
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You acknowledge
and agree that non-public and/or propriety information pertaining
to Merisel, its vendors or its customers disclosed to, or prepared
by, you during your employment with the Company is confidential
a
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