Vice President of Sales Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is executed as of the 10th day of September, 1997, but effective as of the 1st day of October, 1997, by and between Ellis Posner, an individual ("Employee"), and EN POINTE TECHNOLOGIES, INC., a Delaware corporation and its subsidiary EN POINTE TECHNOLOGIES, INC., a Delaware corporation (collectively, the "Company"), with reference to the following facts:


A. Employee is an individual possessing unique management and executive talents of value to the Company and has been the Vice President of Sales.


B. The Company desires to continue the employment of Employee as the Senior Vice President of Sales of the Company, and Employee desires to accept such employment, all on the terms and conditions set forth in this Agreement.


AGREEMENT

In consideration of the foregoing recitals and of the covenants and agreements herein, the parties agree as follows:


1. The Company hereby engages Employee to perform the duties and render the services set forth in Section 2 for a period commencing on October 1, 1997 (the "Start Date") and ending on the third anniversary of such date, (the "Employment Period") and Employee hereby accepts said employment and agrees to perform such services during the Employment Period. Unless this Agreement is terminated pursuant to Section 4 or unless either party gives the other written notice to the contrary at least six (6) months prior to an expiration date, this Agreement, together with any changes which have occurred during the employment period then expiring, shall automatically renew at the end of an Employment Period for an additional one (1) year employment period.


2. DUTIES.


2.1 SENIOR VICE PRESIDENT OF SALES: Performing executive work of major importance to the Company, with the primary focus being the profitable management and profitable growth of the sales of the Company. During the Employment Period, Employee shall devote his full business time and attention to performing his duties as Senior Vice President of sales of the Company. He shall 1) continue to build and supervise sales teams to profitably sell the Company's products and services to customers in territories associated with all of the Company's branches in the United States, including the headquarters branch, and specifically including the Branch offices in the State of Texas, (hereby collectively referred to as "the Branch Offices"); 2) manage the overall direction, coordination, and evaluation of the Branch Offices to achieve or exceed both the earnings-per-share and gross revenue targets of the Company; 3) assist the Executive Vice President in formulating and administering Company policies; 4) obtain profitable sales at the Branch Offices; 5) review and analyze the activities, costs, operations of the Branch Offices to define and to track their progress toward achieving their goals and objectives; 6) carry out supervisory responsibilities in accordance with Company policies, and applicable laws; 7) interview, hire and train sales managers and staff; 9) plan, assign and direct the work of sales managers and staff, appraise their performance, and reward and discipline them, and address their complaints; 10) open new Branch Offices; 11) submit all required


documentation in a timely and accurate manner. The above description of duties is non-exhaustive. Employee shall work out of the Company's headquarters location and shall report to the Executive Vice President.


Employee recognizes that the Board of Directors of the Company may be required under its fiduciary duty to the Company and to its stockholders to eliminate the position of Senior Vice President of Sales of this Company or to appoint a different person as such officer of this Company. The parties agree however, that any such elimination or replacement of Employee by the Company, other than pursuant to Section 2.2 or Section 4.1 or 4.2(a) or 4.3(b) hereof, shall constitute a termination of Employee's employment hereunder by the Company without cause.


2.2 CHANGE OF CONTROL. Notwithstanding the terms of Section 2.1 above, if the Company or a significant portion thereof is sold or merged or undergoes a change of control transaction (as defined in the Company's Stock Option Agreement, a copy of which is attached hereto as Exhibit A), this Agreement shall survive consummation of such transaction and shall continue in effect for the remainder of the Employment Period, but Employee shall serve as an officer of the entity which succeeds to the business or a substantial portion of the business of the Company, and in such case shall bear a suitable title and perform the duties and functions of such office of such publicly traded or privately held successor, consistent with those customarily performed by an officer of such a unit, division or entity comparable to the then business of the Company, unit, division or entity. Employee may be required to accept greater or lesser responsibility by any successor, and agrees to fully cooperate and assist in any resulting transition for up to the remainder of the Employment Period; and any adjustments required of Employee to complete the transition to any successor, unit, division or entity, shall not violate this Agreement so long as "good reason" does not arise under Sections 4.6(b)(ii), (iii) or (v). This Agreement shall apply to the automatic modification in duties resulting from such transaction as set forth above, however, notwithstanding the foregoing, Employee may exercise any "good reason" rights she may have under Section 4.6(b)(iv).


2.3 CONFLICT OF INTEREST. Employee agrees that during the term of employment and for a period of twelve (12) months thereafter, employee will not, directly or indirectly, compete with the Company in any way, or usurp any Company opportunity in any way, nor will employee act as an officer, director, employee, consultant, shareholder, lender or agent of any entity which is engaged in any business in which the Company is now engaged or in which the Company becomes engaged during the term of employment. The Company is now engaged in the business of reselling computer hardware, software and peripherals, primarily to corporate and governmental accounts, and in the business of selling computer systems consulting, help and maintenance services, also primarily to corporate and governmental accounts. The Company is not now engaged in the business of computer systems consulting along the lines engaged in by "Big 5 Accounting" firms such as Arthur Anderson Consulting or KPMG Consulting, or firms such as IBM Global Services or CSC consulting; the Company is now engaged in the business of computer systems consulting along the lines engaged in by EDS. The Company is not now engaged in the business of manufacturing computers or their primary components, nor is it now in the business of reselling computers to non-endusers. The Company may become engaged in the business of final assembly of computers and may become engaged in the business of catalog, mail-order or internet sales of computer hardware, software and peripherals. Employee also agrees that during the term of employment and for a period of twelve (12) months thereafter, Employee will not, directly or indirectly, whether on his own


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behalf or on behalf of another, offer employment or a consulting assignment to any Company employee, nor will Employee, nor Employee's employer, directly or indirectly, whether on his own behalf or on behalf of another, actually employ or grant a consulting assignment to any Company employee. Employee also agrees that during the term of employment and for a period of twelve (12) months thereafter, Employee will not, directly or indirectly, whether on his own behalf or on behalf of another, contact or solicit any of Company's clients to do business with any entity other than Company.


3. COMPENSATION. As compensation for his services to be performed hereunder, the Company shall ...