EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “
Agreement ”) was initially made and entered into
effective as of August 6, 2007 (the “ Effective Date
”), by and between Bell Microproducts Inc. , a
California corporation (the “ Company ”), and
William E. Meyer (the “ Executive
”), and is hereby amended and restates as of the last date
signed below.
RECITALS:
WHEREAS , Executive desires to obtain employment with
the Company and the Company desires to employee Executive subject
to the terms and conditions contained in this Agreement.
NOW, THEREFORE , in consideration of the foregoing and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENTS:
1. Employment Duties
. The Company shall employ Executive in the capacity of
Executive Vice President and Chief Financial Officer for the
Company, with such powers and duties in that capacity as may be
established from time to time by the Company in its
discretion. Executive shall be the Principal Accounting
Officer. Executive will devote his best efforts,
attention and energies to the Company’s
business. During Executive’s employment, he will
not engage in any other business activities, regardless of whether
such activity is pursued for profits, gains, or other pecuniary
advantage. However, nothing in this Agreement shall
prevent Executive from being engaged in business activities outside
the Company so long as such activities require no active
participation by Executive that in any way interferes with
Executive’s duties and responsibilities to the Company,
competes with the business of the Company, or creates an actual or
apparent conflict of interest with Executive’s employment by
the Company. Executive understands and agrees that he
will inform the Company of any current outside business activities
in which he is engaged as of the execution of this Agreement, and
in the future will inform the Company of any additional outside
business activities in which he seeks to engage in advance of such
engagement.
2. Term of Employment
. Unless his employment is earlier terminated in
accordance with Sections 12, 13, 14, or 15 of this Agreement or as
provided in this Section, Executive shall be employed on the
Effective Date and shall continue employment through August 6, 2010
(the “ Initial Term ”). This
Agreement, and Executive’s employment under this Agreement,
shall automatically be extended for consecutive twelve
(12) month periods (each such period referenced as a “
Subsequent Term ”) unless at any time during the six
months prior to the expiration of the Initial Term or any
Subsequent Term, either the Company or Executive provides the other
with written notice of its or his election not to extend the
Agreement and Executive’s employment under this Agreement
(“ Notice of Non-renewal ”). In the
event either Executive or the Company provides a Notice of
Nonrenewal under this Section, the Company shall pay Executive his
base salary and pro-rated auto allowance through his last date of
employment (payable on the next payroll date) as well as a
pro-rated bonus, if any, earned under the terms of the Management
Incentive Plan (with the latter paid out at the same time as active
employees, but no later than March 15 following the calendar year
in which the Company’s fiscal year to which the bonus relates
ends). Executive shall not be entitled to any other
payments or benefits of any kind except as provided in applicable
benefit plan documents, stock option and/or restricted stock
agreements, or as provided in Section 14 of this
Agreement.
3. Compensation . All
compensation paid to Executive under this Agreement is subject to
applicable withholding and deductions.
(a) Base Salary . As
compensation for services rendered hereunder, Executive shall
receive an annual base salary of three hundred fifty thousand
dollars ($350,000), less applicable withholding and deductions, at
a rate payable in equal installments according to Company’s
normal payroll practices. Such salary shall be subject
to review and change (upward but not downward) by the Company, in
its sole discretion.
(b) Incentive Bonus Compensation
. On an annual basis, the Company’s Board of
Directors, in its sole discretion, upon the recommendation of the
Company’s Chief Executive Officer, shall establish
Executive’s annual target incentive and performance
metrics. The Executive will receive an incentive bonus
based on Executive’s achievement of the performance metrics
in accordance with the Company’s Management Incentive Plan
that the Company in its discretion may
establish. Executive’s initial bonus shall be two
hundred thousand dollars ($200,000) per year and will be prorated
from Executive’s hire date and be guaranteed through
2007. Any such bonuses shall be paid out no later than
March 15 following the calendar year in which the Company’s
fiscal year to which the bonus relates ends.
(c) Business Expenses
. In accordance with the Company’s policy
governing travel and other expenses, the Company will reimburse
Executive for approved and reasonable business expenses incurred by
Executive in connection with the performance of his duties,
provided that Executive properly submits to the Company receipts
verifying such expenses.
(d) Employee Benefits
. Executive will be eligible to participate in such
group health, life or disability plans and other benefit plans that
Company may maintain from time-to-time for all employees, provided
that Executive meets the respective eligibility requirements and
subject to the terms and conditions of such plans as they exist
from time to time.
(e) Automobile Allowance
. Executive shall be entitled to an automobile allowance
of $300 per month paid at the same time as Executive’s
regular salary for each month, plus reimbursement of business
mileage at the rate of $0.15 per mile.
(f) Financial Planning/Tax Preparation
Allowance . Executive shall be entitled to an
allowance of up to $1,500 per calendar year as reimbursement for
personal financial planning and tax preparation. To
receive the reimbursement, Executive will be required to submit
supporting receipts that support the reimbursement.
4. Noncompetition . As a
condition to and in consideration of the terms of this Agreement,
Executive agrees that, during Executive’s employment, and, if
and only if severance benefits are being paid out under Section 14
hereof, also for a period of twelve (12) months following the
termination of Executive’s employment, Executive will not, on
Executive’s behalf or on behalf of any other person or
entity, directly or indirectly, as an employee, proprietor, agent,
partner, officer, director or otherwise, participate or engage in,
manage, work for, broker for, operate, control, render advice or
assistance to or be connected in any way with any other person or
entity engaged in a business which is in direct competition with
the Company’s principal business (as defined and discussed in
Company’s documents filed with the Securities Exchange
Commission from time to time) or any other business in which the
Company or any Subsidiary was engaged at any point during
Executive’s employment or other relationship with the
Company. It is expressly understood by the parties
hereto that the only remedy for a breach of the noncompetition
provisions of this Agreement following Executive’s employment
shall be ceasing to provide further severance benefits pursuant to
Section 14 hereof.
5. Non-solicitation . As
a condition to and in consideration of the terms of this Agreement,
Executive agrees that, during Executive’s employment, and for
a period of twelve (12) months following the termination of
Executive’s employment, Executive will not, on
Executive’s behalf or on behalf of any other person or
entity:
(a) Directly or indirectly solicit, on
Executive’s own behalf, or on behalf of another, any
potential or existing customers, clients, accounts, vendors,
licensors or licensees of the Company or any Subsidiary;
or
(b) Directly or indirectly attempt to hire,
or influence or solicit, or attempt to influence or solicit, any
employee of the Company, or of any Subsidiary, to leave or
terminate his or her employment, or to work for any other person or
entity. For purposes of this Section,
“employee” shall mean any current employee, and any
former employee who was employed with the Company or any Subsidiary
at any time during the last twelve (12) months of
Executive’s employment.
6. Confidential Information
. During Executive’s employment with the Company,
and at all times after Executive’s resignation or the
termination of Executive’s employment for any reason, whether
voluntary or involuntary, Executive shall not directly or
indirectly use or disclose any trade secret, proprietary or
confidential information of the Company or any Subsidiary for the
benefit of any person or entity other than the Company or any
Subsidiary without prior written approval of the Company’s
Chief Executive Officer. For purposes of this Agreement,
in addition to all materials and information protected by
applicable statute or law, the parties acknowledge that
confidential information shall include any information relating to
the Company or any Subsidiary, whether in print, on computer disc
or tape or otherwise, which is public information and not generally
known by individuals outside the Company or any Subsidiary,
including but not limited to information relating to research,
development, technology, and/or processes; marketing, purchasing,
sales, and/or servicing information, techniques, plans, proposals
or reports; all financial information, reports and statements;
information relating to sales and other financial strategies, plans
and/or goals; information relating to proprietary rights and data,
ideas, know-how, inventions, and/or trade secrets; information
regarding current or potential clients or customers, client or
customer lists and other client or customer information;
information regarding active and inactive accounts of the Company
or any Subsidiary; information relating to vendors, licensors or
licensees of the Company or any Subsidiary; information provided by
a client or vendor; personnel or employee information; and
information relating to the Company’s or any
Subsidiary’s methods of operation.
7. Work Product and Inventions
. Executive agrees that the Company shall be entitled to
all of the benefits, profits, results and work product arising from
or incident to all work, services, advice and activities of
Executive, including without limitation all rights in inventions
(as set forth below), trademark or trade name creations, and
copyrightable materials. Executive shall not, during the
term of Executive’s employment with the Company, be
interested, directly or indirectly, in any manner, including, but
not limited to, as partner, officer, advisor, or in any other
capacity in any other business similar to, or in competition with,
the Company’s or any Subsidiary’s business.
Executive will communicate promptly and fully to
the Company all inventions, discoveries, improvements or designs
conceived or reduced to practice by Executive during the period of
Executive’s employment with the Company (alone or jointly
with others), and, except as provided in this Section, Executive
will and hereby does assign to the Company and/or its nominees all
of Executive’s right, title and interest in such inventions,
discoveries, improvements or designs and all of Executive’s
right, title and interest in any patents, patent applications or
copyrights based thereon without obligation on the part of the
Company or any Subsidiary to make any further compensation, royalty
or payment to Executive. Executive further agrees to
assist the Company and/or its nominee (without charge but at no
expense to Executive) at any ti
