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SED INTERNATIONAL HOLDINGS INC FILES (8-K) Disclosing Change in Directors or Principal Officers
[March 10, 2014]

SED INTERNATIONAL HOLDINGS INC FILES (8-K) Disclosing Change in Directors or Principal Officers

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2014, the Board of Directors of SED International Holdings, Inc.

(the "Company") adopted a 2014 Equity Incentive Plan (the "Plan"), which provides for the grant to officers, employees, consultants and directors of the Company a variety of equity-based compensation awards, including stock options, stock appreciation rights, restricted shares, restricted share units and other equity-based awards. The purpose of the Plan is to attract and retain qualified individuals to serve as officers, employees, consultants and directors of the Company and to provide such persons with incentives and rewards for superior performance.

The Plan provides that the maximum number of shares of the Company's common stock that may be issued under the Plan pursuant to equity-based awards is 400,000. The Plan provides that it is to be administered by the Company's Board of Directors. The Board may at any time amend or terminate the Plan in whole or in part, provided that no amendment or termination of the Plan may materially adversely affect any award previously made under the Plan. The term of the Plan is ten years.

On March 4, 2014, the Board also made initial grants of stock options pursuant to the Plan relating to an aggregate of 280,000 shares of common stock of the Company. These awards were made to officers of the Company, other than the Chief Executive Officer, and provide for vesting periods of three to four years and an exercise price of $0.83 per share, which is based on the average closing sale price of the Company's common stock quoted on the OTC Markets between January 16, 2014 and March 3, 2014.

The Board has not granted, and currently does not intend to grant, any equity-based awards under the Plan to any directors of the Company.

The Board also determined that although it does not currently intend to amend or terminate any equity-based compensation plans adopted by the Company's board of directors prior to October 17, 2013, it does not intend to utilize any such plans going forward.

A copy of the Plan is filed as Exhibit 10.1 to this Report and is hereby incorporated herein by reference.

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