Exhibit 10.1
B E T W E E N:
JIM ESTILL
“ESTILL”
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SYNNEX CANADA
LIMITED
“SYNNEX”
MINUTES OF SETTLEMENT AND
RELEASE
WHEREAS ESTILL is employed with SYNNEX Canada
Limited;
AND WHEREAS
ESTILL and SYNNEX wish to provide
for the complete terms and conditions upon which ESTILL’s
employment with SYNNEX will cease, including certain reasonable
covenants entered into by ESTILL in exchange for consideration from
SYNNEX;
THE PARTIES AGREE AND SAY AS
FOLLOWS:
1. (a) Commencing on or about
May 29, 2009, SYNNEX shall pay to ESTILL a gross payment of
CDN$550,000.00. This amount shall be paid on a bi-weekly basis over
the period of one year in equal instalments, less all deductions
required by law; and
(b) For the purposes of
SYNNEX’s Stock Option Plan, all of ESTILL’s stock
options and/or equity grants shall cease vesting on May 29,
2009 at 11:59 p.m. Any stock options or equity grants which have
vested as of May 29, 2009 may be exercised within the
following twenty-four (24) month period ending May 29,
2011 at 4:00 p.m. EST. The provisions of Synnex’s Stock
Option Plan shall apply in all matters involving ESTILL’s
stock options and equity grants; and
(c) SYNNEX shall pay to ESTILL a
pro-rata profit sharing payment in respect of the 2009 fiscal year.
The amount of the payment shall be CDN$142,500.00 (based upon 50%
of ESTILL’s target payment) and shall be made in two equal
installments of CDN$71,250.00 on or before May 29, 2010 and
May 29, 2011, respectively. The payment shall be less all
deductions required by law; and
(d) ESTILL’s last day of active employment
with SYNNEX shall be on a mutually agreed-upon date which is on or
about May 29, 2009 (“the date upon which his active
employment ends”). ESTILL agrees that he will continue to
respond to inquires and provide reasonable assistance to SYNNEX
with matters involving the business of SYNNEX after that
date.
2. ESTILL confirms that he is a
fiduciary to SYNNEX and that he will continue to comply with his
fiduciary obligations as a former officer and employee with SYNNEX
pursuant to the common law. ESTILL further agrees as
follows:
(a) ESTILL will not disclose any
Confidential Information to any person or entity. For the purposes
of this provision: “Confidential Information” shall
mean trade secrets and other confidential or proprietary
information of SYNNEX or of companies affiliated, associated, or
related to SYNNEX, in written or oral form, including their
respective suppliers, distributors, customers, or other business
partners (“Associates”), that is not generally known to
the public and (i) that has been specifically identified as
confidential or proprietary by SYNNEX, or, (ii) the nature of
which is such that it would generally be considered confidential in
the industry in which SYNNEX operates, or (iii) that SYNNEX is
obligated to treat as confidential or proprietary. By way of
illustration only, Confidential Information includes all financial,
legal, and corporate information; marketing information; pricing,
research, product, technical, and manufacturing information;
personnel information; and customer, distributor, and supplier
information related to SYNNEX or its Associates;
(b) For a twenty four
(24) month period commencing on the date upon which his active
employment ends, ESTILL will not, either directly or indirectly,
solicit any of SYNNEX’s existing or potential clients for the
purpose of trying to persuade them to cease to do business with
SYNNEX or to reduce or adversely affect the amount of business that
such client has customarily done or is reasonably expected to do
with SYNNEX.
(c) For a twenty four
(24) month period commencing on the date upon which his active
employment ends, ESTILL will not, either directly or indirectly,
solicit any of SYNNEX’s employees in an effort to have such
employees leave SYNNEX’s employ.
(d) For a twenty four
(24) month period commencing on the date on which his active
employment ends, ESTILL further agrees that he will not (without
the prior written consent of SYNNEX) in any manner, directly or
indirectly, either individually or in partnership or in conjunction
with any company or business, as principal, agent, shareholder,
employee or in any other manner whatsoever, carry on or be engaged
in or be concerned with or interested in or advise any person or
persons, firm, association, syndicate, company or corporation
engaged in or concerned with or
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interested in any of the following
company which directly or indirectly competes with SYNNEX or its
related companies or entities. This provision shall apply anywhere
within Canada only to the following entities or any of their
affiliated, associated, or related busi
