CompUSA 2011 Annual Report Download - page 60

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EXHIBIT 10.18
EMPLOYMENT AGREEMENT
AGREEMENT, made as of the 3rd day of October, 2011, by and between SYSTEMAX INC. (the “ Company ” or “ Systemax ”)
and DAVID
SPROSTY (“ you ” or the “ Employee ”).
RECITALS
WHEREAS, the Company wishes to employ the Employee upon the terms and conditions set forth in this Agreement.
WHEREAS, the Employee is willing to make his services available to the Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, it is mutually agreed by the Company and the Employee as follows:
1. Employment .
(a) Employment; Title . The Company hereby agrees to employ the Employee as the Company’
s Chief Executive of its North
America Technology Products Group, and the Employee hereby accepts such employment, effective on the date hereof, on the terms and conditions set
forth herein. The Employee shall hold such other positions with the Company and/or its subsidiaries (collectively the “ Systemax Companies ”)
as
shall be reasonably requested by the “Reporting Person” (as defined below).
(b) Term
. The term of employment of the Employee by the Company under this Agreement shall commence on October 4,
2011 (the “ Commencement Date ”) and shall continue until terminated as provided in Section 3 hereof (the “ Employment Period ”).
Employee is not
being offered employment for a definite period of time, and either Employee or the Company may terminate the employment relationship at any time
and for any reason without prior notice and without additional compensation to Employee except as provided herein.
(c) Duties . The Employee shall have general responsibility for managing the affairs of the Company’
s North America
Technology Products Group and as Chief Executive of the North America Technology Products Group, you will perform the duties, undertake the
responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity
and/or, to the extent consistent with your position (subject to Section 3(c) or 3(d) in the case of your voluntary resignation without Good Reason (as
defined below)), as directed by the Chairman and Chief Executive Officer of the Company (the “ Chairman and CEO ”)
and/or the Executive
Committee of the Board of Directors of the Company (the “ Executive Committee ”,
and individually and/or collectively with the Chairman and CEO,
the “ Reporting Person ”).
You shall report to the Reporting Person. You agree to devote your full working time, attention and skill to the business
and affairs of the Company and to use your best efforts to advance the best interests of the Company. The Employee shall perform his duties primarily
at the Company’s offices located in Miami, Florida, subject to travel and other duties outside of such location consistent with the Company’
s business
as determined by the Reporting Person.
Nothing in this Agreement shall be construed to prohibit the Employee from serving on the board of directors
and/or on the advisory board of any not-
for profit or other corporation, including Peek Inc., Catholic Charities of the Archdiocese of Saint Paul and
Minneapolis, The ROIG Group LLC, Accenture Inc. and CTIA The Wireless Association, provided that (a) such service does not create an actual or
apparent conflict of interest with the business of the Company, (b) such service is approved by the Board of Directors of the Company (the “Board”
),
and (c) such service does not conflict with any applicable federal or state law, regulation or NYSE rule.