Bell Microproducts Inc Sample Contracts

Bell Microproducts Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BELL MICROPRODUCTS INC. (July 6th, 2010)

Any repeal or modification of the provisions of Article IV or Article V above by the shareholders of this corporation shall not adversely affect any right of indemnification or limitation of liability of an agent of this corporation relating to acts or omissions occurring prior to such repeal or modification.

Bell Microproducts Inc – AMENDED AND RESTATED BYLAWS OF BELL MICROPRODUCTS INC. (July 6th, 2010)

If a special meeting is called by any person or persons other than the board of directors, a written request to give notice of the meeting, specifying the time of the meeting and the general nature of the business to be transacted, shall be delivered personally or sent by registered mail or by other facsimile transmission to the chair of the board, the president, any vice president or the secretary of the corporation.  The officer receiving the request shall cause notice to be given promptly to the shareholders entitled to vote, in accordance with the provisions of Section 2.4, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.  If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice.  Nothing contained in this paragraph of this Section 2.3 shall be construed

Bell Microproducts Inc – Via Email to Michelle Clery at mclery@prosysis.com March 18, 2010 Prosys Information Systems, Inc. 4900 Avalon Ridge Parkway Norcross, GA 30071 New Prosys Corp. 4900 Avalon Ridge Parkway Norcross, GA 30071 RE: Notice of Default and Waiver Dear Ms. Clery (April 28th, 2010)

Reference is made to that certain Agreement for Wholesale Financing by and between ProSys Information Systems, Inc. and New ProSys Corp. (individually and collectively, "Dealer" and GE Commercial Distribution Finance Corporation ("CDF'') dated as of October 14, 2005 and that certain Business Financing Agreement by and between Dealer and CDF dated as of October 14, 2005, and all amendments, program letters, agreements and other documents executed in connection therewith (collectively, the "Agreement").  Any guarantor of Dealer's obligations under the Agreement is hereby notified of the matters contained herein and any demand made upon Dealer hereunder is likewise made upon any such guarantor.

Bell Microproducts Inc – Syndicated Credit Agreement dated 2 December 2002 (as amended and restated on 18 December 2009, the “Credit Agreement”) Amendment Letter (April 28th, 2010)

We refer to the Credit Agreement. Words and expressions defined in the Credit Agreement shall have the same meanings when used in this letter.

Bell Microproducts Inc – Bell Microproducts Announces Agreement to be Acquired by Avnet Company Also Updates Financial Outlook for Quarter Ending March 31, 2010 (March 29th, 2010)

San Jose, California, March 29, 2010 — Bell Microproducts Inc. (NASDAQ:BELM) (“Bell”) announced today that it has entered into a definitive agreement to be acquired by Avnet, Inc. (“Avnet”) in an all cash merger for $7.00 per share. The total transaction value of approximately $594 million is based upon an equity value of approximately $252 million and a Bell debt position, at face value and net of cash, of $342 million at December 31, 2009. The acquisition has been approved by the Boards of Directors of both companies and is subject to the approval of Bell’s shareholders as well as customary regulatory approvals. The transaction is expected to close in 60 to 120 days.

Bell Microproducts Inc – AGREEMENT AND PLAN OF MERGER By and Among AVNET, INC., AVT ACQUISITION CORP. and BELL MICROPRODUCTS INC. Dated as of March 28, 2010 (March 29th, 2010)

This Agreement and Plan of Merger (this “Agreement”), dated as of March 28, 2010, is entered into by and among Avnet, Inc., a New York corporation (“Parent”), AVT Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Bell Microproducts Inc., a California corporation (the “Company”).

Bell Microproducts Inc – EXECUTIVE EMPLOYMENT AGREEMENT (March 26th, 2010)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") was initially made and entered into effective as of June 26, 2002 (the "Effective Date"), by and between Bell Microproducts Inc., a California corporation (the "Company"), and Robert J. Sturgeon, (the "Executive"), and is hereby amended and restated effective as of the last date signed below.

Bell Microproducts Inc – DATED day of 2004 IDEAL HARDWARE LIMITED - and- GRAEME WATT (March 26th, 2010)

IDEAL HARDWARE LIMITED registered in England (Company No. 03969946) whose registered office is at Fountain Court, Cox Lane, Chessington, Surrey KT9 1S1 ("the Company"); and

Bell Microproducts Inc – Bell Microproducts Inc. Management Incentive Plan Description Year 2010 (February 22nd, 2010)

The Management Incentive Plan (the “Plan”) is established to provide the Chief Executive Officer, other executive officers, and division heads of Bell Microproducts Inc. (the “Company”) with a financial incentive to meet and exceed financial and other objectives.  The following is a description of the Plan.

Bell Microproducts Inc – THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (February 4th, 2010)

This Third Amendment To Amended and Restated Loan And Security Agreement (this “Amendment”) dated as of February 3, 2010, is entered into by and among Bell Microproducts Inc., a California corporation (“Administrative Borrower”), Bell Microproducts – Future Tech, Inc., a California corporation (“Future Tech”), Rorke Data, Inc., a Minnesota corporation (“Rorke”), Bell Microproducts Canada – Tenex Data ULC, a Nova Scotia unlimited liability company (“Tenex”), Total Tec Systems, Inc., a New Jersey corporation (“Total Tec”), Forefront Graphics US Inc., an Ontario corporation (“Forefront” and together with Administrative Borrower, Future-Tech, Rorke, Tenex and Total Tec, individually, a “Borrower” and collectively, “Borrowers”), Bell Microproducts Canada Inc., a California corporation (“Bell Micro Canada”), Bell Microproducts Mexico Shareholder, LLC, a Florida limited liability company (“Mexico Shareholder” and together with Bell Micro Canada, collectively, “Guarantors”), Wachovia Capital F

Bell Microproducts Inc – EXECUTIVE EMPLOYMENT AGREEMENT (December 23rd, 2009)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) was initially made and entered into effective as of June 6, 2002 (the “Effective Date”), by and between Bell Microproducts Inc., a California corporation (the “Company”), and Richard J. Jacquet (the “Executive”), and is hereby amended and restated effective as of the last date signed below.

Bell Microproducts Inc – Dated 18 December 2008 (1) BELL MICROPRODUCTS LIMITED and BELL MICROPRODUCTS EUROPE EXPORT LIMITED as Borrowers (2) BELL MICROPRODUCTS EUROPE (HOLDINGS) B.V. (3) BM EUROPE PARTNERS C.V. (4) BELL MICROPRODUCTS EUROPE B.V. (5) BANK OF AMERICA, NATIONAL ASSOCIATION as Arranger, Issuer, Swingline Lender, Agent and Security Trustee (6) THE COMPANIES NAMED HEREIN as Guarantors (7) CERTAIN BANKS AND FINANCIAL INSTITUTIONS as Lenders (8) ENTERPRISE FINANCE EUROPE (UK) LIMITED as Enterprise TENTH SUPPLEMENTAL AGREEMENT in relation to a syndicated credit agreement dated 2 December 2002 (as amended and/o (December 23rd, 2009)
Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION (August 25th, 2009)

Unless otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Stock Option (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A (together, the “Agreement”).

Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN (Amended and Restated August 20, 2009) (August 25th, 2009)
Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN (Amended and Restated August 20, 2009) (August 25th, 2009)
Bell Microproducts Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 25th, 2009)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) was initially made and entered into effective as of June 6, 2002 (the “Effective Date”), by and between Bell Microproducts Inc., a California corporation (the “Company”), and Richard J. Jacquet (the “Executive”), and is hereby amended and restates as of the last date signed below.

Bell Microproducts Inc – MANAGEMENT RETENTION AGREEMENT (August 25th, 2009)

THIS MANAGEMENT RETENTION AGREEMENT (the “Agreement”) is made and entered into by and between ____________________ (the “Employee”) and Bell Microproducts Inc. (the “Company”), on _____________, ____ (the “Effective Date”).

Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS (August 25th, 2009)

Unless otherwise defined herein, the terms defined in the Bell Microproducts Inc. 2009 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (together, the “Award Agreement”).

Bell Microproducts Inc – MANAGEMENT RETENTION AGREEMENT (August 25th, 2009)

THIS MANAGEMENT RETENTION AGREEMENT (the “Agreement”) is made and entered into by and between ____________________ (the “Employee”) and Bell Microproducts Inc. (the “Company”), on _____________, ____ (the “Effective Date”).

Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION (August 25th, 2009)

Unless otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Stock Option (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A (together, the “Agreement”).

Bell Microproducts Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 25th, 2009)

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.

Bell Microproducts Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 25th, 2009)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) was initially made and entered into effective as of June 6, 2002 (the “Effective Date”), by and between Bell Microproducts Inc., a California corporation (the “Company”), and Richard J. Jacquet (the “Executive”), and is hereby amended and restates as of the last date signed below.

Bell Microproducts Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 25th, 2009)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) was initially made and entered into effective as of June 6, 2002 (the “Effective Date”), by and between Bell Microproducts Inc., a California corporation (the “Company”), and Richard J. Jacquet (the “Executive”), and is hereby amended and restates as of the last date signed below.

Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION (August 25th, 2009)

Unless otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Stock Option (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A (together, the “Agreement”).

Bell Microproducts Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 25th, 2009)

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.

Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS (August 25th, 2009)

Unless otherwise defined herein, the terms defined in the Bell Microproducts Inc. 2009 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (together, the “Award Agreement”).

Bell Microproducts Inc – MANAGEMENT RETENTION AGREEMENT (August 25th, 2009)

THIS MANAGEMENT RETENTION AGREEMENT (the “Agreement”) is made and entered into by and between ____________________ (the “Employee”) and Bell Microproducts Inc. (the “Company”), on _____________, ____ (the “Effective Date”).

Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN (Amended and Restated August 20, 2009) (August 25th, 2009)
Bell Microproducts Inc – BELL MICROPRODUCTS INC. 2009 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS (August 25th, 2009)

Unless otherwise defined herein, the terms defined in the Bell Microproducts Inc. 2009 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (together, the “Award Agreement”).

Bell Microproducts Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 25th, 2009)

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.

Bell Microproducts Inc – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (June 29th, 2009)

This First Amendment to Amended and Restated Credit Agreement (this “Amendment”) is made effective as of December 23, 2008 (the “Effective Date”), by and among The Teachers’ Retirement System of Alabama (“Teachers’ Retirement System”), The Employees’ Retirement System of Alabama (“Employees’ Retirement System”), Judicial Retirement Fund, PEIRAF-Deferred Compensation Plan, and Public Employees Individual Retirement Account Fund, (each, a “Lender” and collectively, the “Lenders”), Teacher’s Retirement System, as Agent for the Lenders (the “Agent”) and Bell Microproducts Inc., a California corporation (the “Borrower”).

Bell Microproducts Inc – FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (June 29th, 2009)

This First Amendment To Amended and Restated Loan And Security Agreement (this “Amendment”) dated as of November 10, 2008, is entered into by and among Bell Microproducts Inc., a California corporation (“Administrative Borrower”), Bell Microproducts – Future Tech, Inc., a California corporation (“Future Tech”), Rorke Data, Inc., a Minnesota corporation (“Rorke”), Bell Microproducts Canada – Tenex Data ULC, a Nova Scotia unlimited liability company (“Tenex”), Total Tec Systems, Inc., a New Jersey corporation (“Total Tec”), Forefront Graphics US Inc., an Ontario corporation (“Forefront” and together with Administrative Borrower, Future-Tech, Rorke, Tenex and Total Tec, individually, a “Borrower” and collectively, “Borrowers”), Bell Microproducts Canada Inc., a California corporation (“Bell Micro Canada”), Bell Microproducts Mexico Shareholder, LLC, a Florida limited liability company (“Mexico Shareholder”), Wachovia Capital Finance Corporation (Western), in its capacity as administrative

Bell Microproducts Inc – AMENDED AND RESTATED BYLAWS OF BELL MICROPRODUCTS INC. (As Amended Through May 21, 2009) (May 22nd, 2009)
Bell Microproducts Inc – EMPLOYMENT AGREEMENT (March 16th, 2009)

This Employment Agreement (“Agreement”) is made and entered into by and between by and between W. Donald Bell (“Bell”) and Bell Microproducts, Inc., a California corporation (“Company”), effective as of March 12, 2009 (“Effective Date”).

Bell Microproducts Inc – Re: Securities Purchase Agreement dated as of October 2, 2006 (the “2006 Securities Purchase Agreement”) among Bell Microproducts Inc. (the “Company”) and The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama (collectively “2006 Investor”) (March 3rd, 2009)

Securities Purchase Agreement dated as of October 2, 2006 (the “2006 Securities Purchase Agreement”) among Bell Microproducts Inc. (the “Company”) and The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama (collectively “2006 Investor”)