EX-10.1






FIRST AMENDMENT TO EMPLOYMENT AGREEMENT




THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated April 26, 2005, is by
and between Insight North America, Inc., an Arizona corporation (“Company”), and Dino D. Farfante
(“Executive”).



RECITALS





A. Executive is currently employed by Company in the position of President.




	 	B.	 	Executive and Insight Direct Worldwide, Inc., an affiliate of Company, entered
into an employment agreement on November 23, 2004, which agreement was assigned to
Company with the consent of Executive, and amended in the course of such assignment, on
February 23, 2005 (the “Employment Agreement”).






	 	C.	 	Company and Executive mutually desire to modify the current employment
relationship and provide for an orderly termination of Executive’s employment, all on
terms staisfactory to both Company and Executive, as set forth below.





NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



1. Employment Relationship. Executive will continue to serve as President of Company through
May 1, 2005 (the “Notice Date”). With the intent of amending Sections 1 and 2 of the Employment
Agreement, at May 1, 2005, and without the requirement of any further action by Company or
Executive, Executive will cease serving as President of Company and as an officer of any affiliate
of Company and hereby resigns as a Director of any entity controlled by or under common control
with Company. Executive will continue as an employee of Company, reporting directly to the Chief
Executive Officer of Insight Enterprises, Inc. (“IEI”), for a period of ninety days from the date
hereof ending July 25, 2005 (the “Date of Termination”). From and after the Date of Termination,
Executive’s employment by the Company shall end for all purposes, and Executive shall have no
further rights or duties as an employee of Company or any of its affiliates. The period from the
Notice Date through the Date of Termination may be referred to herein as the “Notice Period.”
During the Notice Period, Executive will have access to Company premises, systems or network only
by invitation (other than a Company voicemail box), will not have any duties other than as
requested by the Chief Executive Officer of IEI, will not have any Company title and will not have
any authority to act for or on behalf of the Company or to bind the Company in any way (unless
pursuant to an express written delegation of authority from the Chief Executive Officer of IEI).
Company and Executive agree that this Amendment, even if not executed and delivered, also serves as
notice pursuant to Section 6(b) of the Employment Agreement and that, if executed and delivered,
the compensation and benefits described in this Amendment will be in lieu of and not in addition to
any compensation and benefits which might be contemplated by Section 6(b) of the Employment
Agreement.




2. Compensation.



a. First and Second Calendar Quarter 2005. During the Notice Period, Executive shall be
entitled to receive his base salary and 100% of incentive compensation earned with the respect to
the first calendar quarter of 2005 pursuant to that certain 2005 Compensation Plan for the
President of Insight North America, Inc. (the “2005 Compensation Plan”), each to be paid according
to customary practices of the Company. Executive shall also be entitled to 100% of the incentive
compensation, to the extent earned, under the 2005 Compensation Plan with the respect to the second
calendar quarter of 2005, also to be paid in accordance with the customary practices of the
Company. Executive shall not be entitled to any incentive compensation with respect to the third
or fourth calendar quarters of 2005 (or for the year ending December 31, 2005 as a whole) under the
2005 Compensation Plan or otherwise.



b. Continued Compensation. Immediately following the expiration of the Notice Period, Company
will pay Executive, in one lump sum payment, continued compensation required by Section 6(c) of the
Employment Agreement, calculated as twice Executive’s current rate of pay less salary paid to
Executive during the Notice Period, and any accrued and untaken vacation pay.



c. Incentive Compensation. Immediately following the expiration of the Notice Period, Company
will pay Executive, in one lump sum payment, incentive compensation required by Section 6(d) of the
Employment Agreement, calculated as twice Executive’s bonus (as the bonus is disclosed in the IEI
Proxy Statement for the 2005 Annual Meeting of Stockholders) for the year ended December 31, 2003
or 2004, whichever is larger.



d. Deductions. Company shall deduct all required and authorized deductions from payments made
pursuant to this Amendment.



3. Benefits. During the Notice Period, Executive’s eligibility to participate in benefit
plans offered by Company shall continue to be governed by Section 6(e) of the Employment Agreement,
but, as an amendment to Sections 3(c) and 3(d) of the Employment Agreement, Company and Executive
agree that Executive will not participate in any new or additional grants of stock options,
restricted stock, restricted stock units or other equity-based plans established by Company or IEI
or in any other incentive compensation or benefit plan other than as described in this Amendment.
For the purpose of clarity, Company and Executive agree that, with respect to options to acquire
shares of the common stock of Insight Enterprises, Inc. granted prior to the date hereof, such
options shall continue to vest through the Date of Termination and will be governed by the terms of
the plan or plans pursuant to which the options were granted, except that Executive shall have
ninety-five (95) days following the Date of Termination to exercise any vested options to acquire
shares of the common stock of IEI. Beginning as of the Date of Termination, Executive and each
eligible dependent who constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of
the Internal Revenue Code of 1986, as amended, will be eligible to continue benefits coverage under
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the time
period prescribed pursuant to COBRA. Executive acknowledges that Company has provided him with
information concerning his obligations and time requirements to secure COBRA benefits, and Company
agrees to provide Executive with any changes made to those obligations and requirements prior to
the Date of Termination.



4. Restrictive Covenants. Section 10 of the Employment Agreement is hereby amended by
deleting subsection (b) and inserting the following therefor:



(b) Non-Solicitation. Executive recognizes that Company’s customers are
valuable and proprietary resources of Company. Accordingly, Executive agrees that
for a period of one (1) year following his termination of employment, and only so
long as Company is continuously not in default of its obligations to provide
payments or employment-type benefits to Executive hereunder or under any other
agreement, covenant, or obligation, he will not directly or indirectly, through his
own efforts or through the efforts of another person or entity (i) solicit business
in the Restricted Territory for or in connection with any Competing Business from
any individual or entity which obtained products or services from Company and with
whom Executive has had any contact directly or indirectly at any time during
Executive’s employment with Company, (ii) solicit business for or in connection with
a Competing Business from any individual or which may have been solicited by
Executive on behalf of Company or (iii) solicit, hire or engage employees of
Company.




5. Release and Covenant Not to Sue.



a. Executive understands and agrees that with respect to this Section 5 the term “Company”
refers to Company and its parents, subsidiaries and affiliates, and the officers, directors,
shareholders, agents, predecessors, successors, assigns, and current and past employees and
representatives of each and all of the foregoing. Executive, for Executive and, as applicable,
Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever,
irrevocably, and unconditionally releases Company from any and all claims, charges, complaints,
liabilities, and obligations of any nature whatsoever, which Executive may have against Company,
whether now known or unknown, and whether asserted or unasserted, arising from any event or
omission occurring prior to execution of this Agreement. Without limiting the foregoing, this
release includes any and all claims arising out of or which could arise out of the employment
relationship between Executive and Company and the termination of that employment, including but
not limited to: (i) any and all claims under Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age
Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, ERISA, COBRA,
the Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Act, state and
local civil rights laws, Arizona wage payment laws and any similar laws in other states; (ii) any
and all Executive Orders (governing fair employment practices) which may be applicable to Company;
and (iii) any other provision or theory of law. This release may be pled as a complete bar and
defense to any claim brought by Executive with respect to the matters released in this Agreement.
This release does not waive claims that may arise after the date this Agreement is signed; however,
Executive agrees that by signing, delivering and not revoking this Agreement and by accepting the
compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed
to have repeated and given the foregoing releases at the Date of Termination.



b. Executive acknowledges and agrees that the consideration Executive is receiving under this
Amendment is sufficient consideration to support the release of all entities identified in this
Section 5, and that there is consideration given in addition to anything of value to which
Executive is already entitled.



c. Executive acknowledges and agrees that Executive is not aware of any facts or circumstances
that could be the basis for a valid claim or charge of discrimination or harassment against
Company. Executive represents and warrants to Company that Executive has not filed, or caused to
be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of
his employment. Executive agrees that by signing, delivering and not revoking this Amendment and
by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively,
Executive will be deemed to have repeated and made the foregoing statements, representations,
warranties and agreements at the Date of Termination.



6. Review. Executive has been advised that he has up to twenty-one (21) days from the date he
is presented with this Amendment to consider this Amendment. If Executive executes this Amendment
before the expiration of twenty-one (21) days, he acknowledges that he has done so for the purpose
of expediting the resolution of this matter and that he has expressly waived his right to take
twenty-one (21) days to consider this Amendment. To accept the offer in this Amendment, Executive
must sign and return the Amendment to the Company, within the 21-day period, at the following
address: Insight Enterprises, Inc., 1305 West Auto Drive, Tempe, Arizona 85284, Attention: Richard
A. Fennessy, Chief Executive Officer.



7. Revocation. Executive may revoke this Amendment for a period of seven (7) days after he
signs it. Executive agrees that if he elects to revoke this Amendment, he will notify the Chief
Executive Officer of IEI (at the above address) in writing on or before the expiration of the
revocation period. Receipt by IEI on behalf of Company of proper and timely notice of revocation
from Executive cancels and voids this Amendment. Provided that Executive does not provide a notice
of revocation, this Amendment will become effective upon expiration of the revocation period.



8. Testimony; Assistance. If Executive has knowledge of or is alleged to have knowledge of
any matters which are the subject of any pending, threatened or future litigation involving IEI,
Company or any of its affiliates, Executive will make himself available to testify if and as
necessary. Executive will also make himself available to the attorneys representing IEI or
Company, as applicable, in connection with any such litigation or dispute for such purposes as they
may deem necessary or appropriate, including but not limited to the review of documents, discussion
of the case and preparation for any legal proceedings. This Amendment is not intended to and shall
not be construed so as to in any way limit or affect the testimony which Executive gives in any
such proceedings. Further, it is understood and agreed that Executive will at all times testify
fully, truthfully and accurately, whether in deposition, hearing, trial or otherwise.



9. Dispute Resolution. Company and Executive agree that any and all disputes arising under,
pertaining to or touching upon this Agreement, or the statutory rights or obligations of either
party hereto, shall, if not settled by negotiation, be subject to the dispute resolution procedures
set forth in the Employment Agreement. This Section 9 shall survive any termination of this
Amendment or the Employment Agreement or both.



10. Governing Law. This Amendment shall be governed by and interpreted in accordance with the
laws of the State of Arizona.



11. Defined Terms. Capitalized terms used and not defined in this Amendment shall have the
meanings given to them in the Employment Agreement.



12. Section 16 Reporting. Executive represents and warrants to Company that all reportable
transactions under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereto, through the date hereof have been reported and agrees to notify
the Corporate Counsel of IEI of any reportable transactions through January 31, 2006.



13. Severability. If any one or more of the provisions or parts of a provision contained in
this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity or unenforceability shall not affect any other provision or part of a provision of
this Amendment, but this Amendment shall be reformed and construed as if such invalid, illegal or
unenforceable provision or part of a provision had never been contained herein and such provisions
or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum
extent permitted by law. Any such reformation shall be read as narrowly as possible to give the
maximum effect to the mutual intentions of Executive and Company.



Insight North America, Inc.,


an Arizona corporation



	 	 	 
	By: /s/ Richard A. Fennessy

	 	/s/ Dino Farfante

Dino Farfante







Name: Richard A. Fennessy

Title: Chief Executive Officer