ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2009, the Board of Directors of Brightpoint, Inc. (the "Company")
took action to appoint Anthony W. Boor as Interim President of Brightpoint
Europe, Middle East and Africa. Mr. Boor will continue to serve as the Company's
Executive Vice President, Chief Financial Officer and Treasurer.
In connection with this action, the Company and Michael Koehn Milland
("Milland"), who has served as the President of Europe, Middle East and Africa
since June 30, 2008, have begun negotiating a Separation and Release Agreement
("Separation Agreement"), which may include a three-year consulting agreement
("Consulting Agreement"). Mr. Milland has ceased to be one of our named
executive officers.
The parties currently anticipate that the Separation Agreement and Consulting
Agreement will each take effect on August 1, 2009 and will provide that the
Company pay Mr. Milland his current base salary for three years following the
termination of his employment, together with additional payments, including
reasonable housing, moving and storage expense reimbursement. The parties
anticipate that Mr. Milland's earned restricted stock units would continue to
vest during the term of the Consulting Agreement. The Company also anticipates
that it will grant Mr. Milland approximately 40,000 additional shares of
restricted stock that would vest in accordance with the terms of the Consulting
Agreement. The parties further anticipate that the Separation Agreement or
Consulting Agreement will contain non-compete, non-solicitation and
non-disclosure provisions in addition to those that already survive from
Mr. Milland's employment agreement with the Company. This description of the
proposed terms of the Separation Agreement and Consulting Agreement are
qualified in their entirety by the definitive agreements that are ultimately
entered into by the parties.