ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 1, 2009, Brightpoint, Inc. (the "Company" or "Brightpoint"),
entered into an agreement of settlement (the "Settlement Agreement") with NC
Telecom Holding A/S (f/k/a Dangaard Holding A/S) ("NC Holding"), Nordic
Wholesale Services S.a.r.l., the beneficial owner of NC Holding, and Nordic
Capital Fund VI (consisting of Nordic Capital VI Alpha, L.P., Nordic Capital VI
Beta L.P., Nordic Capital VI Limited, NC VI Limited and Nordic Industries
Limited). The Settlement Agreement settles, subject to certain limited
exceptions set forth therein, the indemnification claims the Company previously
made against NC Holding pursuant to the Stock Purchase Agreement dated as of
February 19, 2007 (as amended, the "Stock Purchase Agreement") between
Brightpoint and the Dangaard Entities, pursuant to which Brightpoint purchased
all of the outstanding stock of Dangaard Telecom A/S, for, among other
consideration, 30 million shares of Brightpoint common stock.
Pursuant to the Settlement Agreement, Brightpoint purchased three million
Brightpoint shares from NC Holding for an aggregate price of $15.5 million. This
purchase was made under the Company's previously announced share repurchase
program. Under the Settlement Agreement, the parties have also agreed to an
amendment of the Shareholder Agreement entered into by Brightpoint and NC
Holding upon the July 31, 2007 closing of the transactions contemplated by the
Stock Purchase Agreement, by deleting Article II thereof in its entirety,
thereby extinguishing NC Holding's right to designate candidates for
consideration by the Corporate Governance and Nominating Committee of
Brightpoint's Board of Directors (the "CGN Committee") to become nominees for
election to Brightpoint's Board of Directors. In addition, Thorleif Krarup, who
was designated by NC Holding to the CGN Committee for consideration to become a
nominee for election to Brightpoint's Board of Directors in accordance with the
terms of the Shareholder Agreement, agreed to resign from Brightpoint's Board of
Directors effective October 1, 2009. The Shareholder Agreement otherwise remains
in full force and effect.
