Agreement For Supplemental Executive Retirement Benefit

EXHIBIT 10.6


BRIGHTPOINT, INC.


AGREEMENT FOR
SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT


THIS AGREEMENT is made as of the 7th day of April, 2005 by and between Steven E. Fivel (the "Executive") and Brightpoint, Inc., an Indiana corporation (the "Company").


1. ELIGIBILITY FOR SUPPLEMENTAL RETIREMENT BENEFIT. In addition to any amounts that may be payable to the Executive pursuant to any other compensation or benefit plan or program maintained by the Company to which the Executive may be entitled, subject to Section 5 below, the Company shall pay to the Executive upon the later of his Date of Termination (as such term is defined in that certain Amended and Restated Employment Agreement dated as of July 1, 1999 between the Executive and the Company, as it may be amended from time to time (the "Employment Agreement")) or his attainment of age 55 (the applicable date the "Payment Start Date"), an annual amount (the "Supplemental Retirement Benefit") calculated and paid pursuant to the provisions of this Agreement.


2. CALCULATION OF THE SUPPLEMENTAL RETIREMENT BENEFIT. The Supplemental Retirement Benefit shall equal the product of (A) the Gross Benefit as defined in subsection 2(a) below, multiplied by (B) the Early Commencement Percent defined in subsection 2(d) below:


(a) GROSS BENEFIT. The Gross Benefit shall equal an annual single-life annuity payment equal to the product of the Accrual Percentage (as calculated in accordance with subsection 2(b) below) multiplied by the Final Average Earnings (as defined in subsection 2(c) below).


(b) ACCRUAL PERCENTAGE. The Accrual Percentage shall equal the lesser of (A) the sum of (i) through (v) below, and (B) 50%:


(i) 10%; plus


(ii) 2%, if the Executive is employed by the Company on June
30, 2005; plus


(iii) 3% for each full Year (as defined below) the Executive
is employed by the Company from July 1, 2005 through June 30, 2008; plus


(iv) 2% for each full Year the Executive is employed by the
Company from July 1, 2008 through June 30, 2016; plus


(v) 1% for each full Year the Executive is employed by the
Company thereafter.


For purposes of this Agreement, "Year" means the twelve-month period commencing each July 1 and ending each June 30.


(c) FINAL AVERAGE EARNINGS. The Executive's Final Average Earnings for purposes of subsection 2(a) above shall equal the quotient of (i) the sum of (A) the Executive's Annual Base Salary (as defined below) for the 5 Years prior to the Executive's Date of Termination plus (B) the Executive's target cash bonus with respect to the calendar year ending in each such Year (notwithstanding when such bonus is paid or payable and specifically excluding any equity-based awards), divided by (ii) 5. "Annual Base Salary" shall mean the base rate of cash compensation payable by the Company to or for the benefit of the Executive for services rendered, including base pay the Executive could have received in cash in ...