FIRST AMENDMENT TO THE
MICROAGE, INC.
EXECUTIVE SUPPLEMENTAL SAVINGS PLAN
The MicroAge, Inc. Executive Supplemental Savings Plan (the "Plan"), as
amended and restated effective November 1, 1996, is hereby amended as follows:
1. Section 3.1 of the Plan is hereby amended and restated in its
entirety to read as follows:
3.1 GENERAL. Participation in the Plan shall be limited
to those individuals who are members of one of the following
categories:
(1) Leadership Team members;
(2) Individuals employed by the Company or by an
Affiliate as a General Manager of any
Company-owned reseller location (or any equivalent
employment position);
(3) Individuals employed by the Company or by an
Affiliate as a Service Manager of any Company-owned
reseller location (or any equivalent employment
position) who is selected by the Chairman of the
Board of Directors for participation in the Plan; or
(4) Other individuals providing services to Plan Sponsors
who are selected by the Compensation Committee of the
Board of Directors for participation in the Plan.
The Company has determined that all individuals designated in
subparagraphs (1) and (2) above hold a key position of management and
responsibility and that those individuals presently constitute a select
group of management or highly compensated employees for purposes of
Title I of ERISA. Neither the Chairman of the Board of Directors nor
the Compensation Committee of the Board of Directors shall select any
individual for participation in the Plan pursuant to subparagraph (3)
or (4) above who does not hold a key position of management and
responsibility with a Plan Sponsor or who does not fit within the
select group of management or highly compensated employees covered by
this Plan. The Compensation Committee of the Board of Directors shall
have the full discretion and authority to exclude an individual from
participation in the Plan if it concludes that such individual does not
hold a key position of management and responsibility or is not properly
included in the select group of management or highly compensated
employees covered by the Plan. The Compensation Committee's decision
shall be made in its discretion and shall be final and binding for all
purposes under this Plan. The Plan Administrator shall have the full
discretion and authority to determine the effective date of
participation for any individual who is designated for participation in
the Plan pursuant to the terms of this Section 3.1. The exercise of
such discretion by the Plan Administrator shall be evidenced by a
written notification of eligibility delivered to the individual
designated for participation and shall constitute a final and binding
decision.
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3. The first sentence of Section 3.3 of the Plan is hereby
amended and restated in its entirety as follows:
Once an individual is designated as a Participant, he will continue as
such for all future Plan Years unless and until the individual is no
longer categorized as an individual entitled to participate in the Plan
pursuant to Section 3.1 above, or the Compensation Committee of the
Board of Directors specifically acts to discontinue the individual's
participation, or the Participant's participation is suspended pursuant
to Section 5.3(c) hereof.
4. Section 4.1 of the Plan is hereby amended and restated in its
entirety to read as follows:
4.1 PARTICIPANT CONTRIBUTIONS. For any Plan Year, a
Participant may elect to defer a portion
of the Base Salary and/or the Bonuses otherwise payable to him. Any
such deferrals shall be made in accordance with such rules and
procedures regarding Participant deferrals promulgated by the Plan
Administrator from time to time. Participants shall designate their
elective deferrals on the appropriate form prescribed by the Plan
Administrator. All Participant elections are subject to the Plan
Administrator's authority to limit the amount of a Participant's
Deferral Contributions in accordance with such uniform rules as it may
adopt from time to time. All Deferral Contributions shall be made by
the Plan Sponsor directly to the Trust.
5. The final sentence of Section 11.2(b) of the Plan is hereby
amended and restated in its entirety as follows:
The Compensation Committee of the Board of Directors shall have the
discretion to exclude an individual from participation in the Plan
pursuant to Section 3.1 above and to discontinue a Participant's
participation in the Plan pursuant to Section 3.3 above.
6. The provisions of this Amendment shall be effective as of
January 1, 1997.
7. Except as otherwise amended above, the Plan shall continue in
full force and effect.
To signify the adoption of this First Amendment, MicroAge, Inc.
has caused this First Amendment to be executed by its duly authorized officer
on this 31st day of January, 1997.
MicroAge, Inc.
By /s/ Jeffrey D. Mekeever
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Its Chairman of the Board and
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Chief Executive Officer
