Filed by Bowne Pure Compliance





Exhibit 10.4




First Amendment to Insight Enterprises, Inc. 2007 Omnibus Plan




Insight Enterprises, Inc. (the “Company”) previously approved and adopted the Insight
Enterprises, Inc. 2007 Omnibus Plan (the “Plan”).  By this instrument, the Company desires to amend
the Plan to clarify certain provisions relating to forfeiture restrictions and grants of
discretionary awards to non-employee directors.



1. Capitalized terms used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Plan.



2. Except as other provided, this Amendment shall be effective as of the date set forth below.



3. Section 3.1 (Administration of the Plan) is hereby amended and restated as follows:



The Plan shall be administered by the Board or the Compensation Committee, which shall be
composed of two or more directors, each of whom is a “non-employee director” within the meaning of
Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition adopted by the
Securities and Exchange Commission, an “outside director” within the meaning of Section 162(m) of
the Code, or any successor provision thereto, and an “independent director” within the meaning of
Nasdaq Marketplace Rule 4200. Notwithstanding the foregoing, the Board may delegate responsibility
for administering the Plan with respect to designated classes of Eligible Persons to different
committees consisting of one or more members of the Board, subject to such limitations as the Board
deems appropriate, except with respect to Awards to Participants who are subject to Section 16 of
the Exchange Act or Awards granted pursuant to Section 16 of the Plan. Members of any committee
shall serve for such term as the Board may determine, subject to removal by the Board at any time.
To the extent consistent with applicable law, the Board or the Compensation Committee may authorize
one or more officers of the Company to grant Awards to designated classes of Eligible Persons,
within limits specifically prescribed by the Board or the Compensation Committee; provided,
however, that no such officer shall have or obtain authority to grant Awards to himself or herself
or to any person subject to Section 16 of the Exchange Act. All references in the Plan to the
“Committee” shall be, as applicable, to the Compensation Committee or any other committee or any
officer to whom the Board or the Compensation Committee has delegated authority to administer the
Plan. Notwithstanding the foregoing, discretionary awards to nonemployee directors may only be
made by the Compensation Committee.



4. Section 4.3 of the Plan (Limitations) is hereby amended and restated as
follows:



Notwithstanding any other provisions of the Plan to the contrary, Awards granted with respect
to 90% of the shares authorized for issuance under the Plan, other than Awards of Options or SARs
shall, at a minimum, be subject to a forfeiture restriction for the lesser of (i) a three year
period from the Grant Date, over which the forfeiture restriction lapses periodically based
primarily on continuous service to the Company or a Related Company, and (ii) one year from Grant
Date for a forfeiture restriction that lapses based primarily upon the accomplishment
of performance goals determined by the Committee in its discretion. In no event shall the
Committee have the right, without shareholder approval, to cancel, waive or amend the provisions of
this Section 4.3 other than in the event of death, Disability, Retirement, or a Company
Transaction, Change in Control, sale, merger, consolidation, reorganization, liquidation,
dissolution or change of control of the Company.



 


 









 






5. Section 7.4 of the Plan (Exercise of Options) is hereby amended and restated as
follows:



Subject to Section 4.3, the Committee shall establish and set forth in each instrument that
evidences an Option the time at which, or the installments in which, the Option shall vest and
become exercisable, any of which provisions may be waived or modified by the Committee at any time.
To the extent an Option has vested and become exercisable, the Option may be exercised in whole or
from time to time in part by delivery to or as directed or approved by the Company of a properly
executed stock option exercise agreement or notice, in a form and in accordance with procedures
established by the Committee, setting forth the number of shares with respect to which the Option
is being exercised, the restrictions imposed on the shares purchased under such exercise agreement,
if any, and such representations and agreements as may be required by the Committee, accompanied by
payment in full as described in Sections 7.5 and 13. An Option may be exercised only for whole
shares and may not be exercised for less than a reasonable number of shares at any one time, as
determined by the Committee.



6. Section 10.3 of the Plan (Waiver of Restrictions) is hereby amended and restated as
follows:



Subject to Sections 4.3 and 18.5, the Committee, in its sole discretion, may waive the
repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted
Stock or Stock Unit under such circumstances and subject to such terms and conditions as the
Committee shall deem appropriate.



Adopted by the Compensation Committee effective August 12, 2008.