exv10w2



 





Exhibit 10.2




EMPLOYMENT AGREEMENT




               This Employment Agreement (the “Agreement”), which shall be effective as
of October 15, 2004, is between INSIGHT ENTERPRISES, INC., a Delaware
corporation (“Company”), and Karen K. McGinnis (“Executive”).



RECITALS





	A.	 	Executive is currently employed by Company in the position of
Senior Vice President – Finance.
	 
	B.	 	Company has decided to offer Executive an employment agreement,
the terms and provisions of which are set forth below, to supercede
an employment agreement effective April 1, 2004.





        In exchange for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:



     1. TERMS OF AGREEMENT.



          (a) Initial Term. Executive shall be employed by Company for the duties
set forth in Section 2 for a one-year term, commencing as of October 15, 2004
and ending on October 14, 2005 (the “Initial Term”), unless sooner terminated
in accordance with the provisions of this Agreement.



          (b) Renewal Term; Employment Period Defined. On each successive day after
the commencement of the Initial Term, without further action on the part of
Company or Executive, this Agreement shall be automatically renewed for a new
one-year term dated effective and beginning upon each such successive day (a
“Renewal Term”); provided, however, that Company may notify Executive, or
Executive may notify Company, at any time, that there shall be no renewal of
this Agreement, and in the event of such notice, the Agreement shall
immediately cease to renew and shall terminate naturally at the end of the then
current Renewal Term. No severance or other post-termination compensation will
be due or payable in the event of a termination resulting from non-renewal.
The period of time commencing as of the date hereof and ending on the effective
date of the termination of employment of Executive under this or any successor
Agreement shall be referred to as the “Employment Period.”



     2. POSITION AND DUTIES.



          (a) Job Duties. Company does hereby employ, engage and hire Executive as
its Senior Vice President – Finance, and Executive does hereby accept and agree
to such employment, engagement, and hiring. Executive’s duties and authority
during the Employment Period shall be such executive and managerial duties as
the Chief Financial Officer of Company (the “CFO”) shall reasonably determine.
Executive will devote full time on behalf of Company, or such lesser amount of
time as the CFO may determine, reasonable absences because of illness or
personal and family exigencies excepted.



1









 





          (b) Best Efforts. Executive agrees that at all times during the
Employment Period Executive will faithfully, and to the best of Executive’s
ability, experience and talents, perform the duties that may be required of and
from Executive and fulfill Executive’s responsibilities hereunder pursuant to
the express terms hereof. Executive’s participation as an officer, director,
consultant or employee of any entity (other than Company) must be disclosed to
the CFO and the Board of Directors of Company (the “Board”). Additionally,
Executive shall disclose to the CFO and the Board any interest in a company
that is engaged in a Competing Business as defined in Section 9 of this
Agreement unless such interest constitutes less than 1% of the issued and
outstanding equity of such company.



          (c) Section 16. If, at the time Executive’s employment is terminated for
any reason, Executive is a person designated to file pursuant to Section 16
under the Securities Exchange Act of 1934, Executive will provide to Company a
written representation in a form acceptable to Company that all reportable
pre-termination securities transactions relating to Executive have been
reported.



     3. COMPENSATION.



          (a) Base Salary. Company shall pay Executive a “Base Salary” in
consideration for Executive’s services to Company at the rate of $225,000.00
per year. The Base Salary shall be payable as nearly as possible in equal
semi-monthly installments or in such other installments as are customary from
time to time for Company’s executives. The Base Salary may be adjusted from
time to time in accordance with the procedures established by Company for
salary adjustments for executives, provided that the Base Salary shall not be
reduced.



          (b) Incentive Compensation. Executive shall be entitled to an incentive
bonus, calculated and payable quarterly, in an amount of up to $10,000.00 per
quarter. The amount, if any, of each quarterly bonus shall be based on the
extent to which Executive achieves performance standards or objectives set by
the CFO. Executive must be employed at the end of each quarter to be eligible
for that quarter’s bonus.



          (c) Incentive and Benefit Plans. Executive will be entitled to
participate in those incentive and benefit plans generally provided for
Company’s executives in the same or a similar tier of management, in accordance
with the terms of such benefit plans. Additionally, Executive shall be
entitled to participate in any other benefit plans made available generally to
employees of Company from time to time, including but not limited to, any
savings plan, life insurance plan and health insurance plan, subject to any
restrictions specified in, or amendments made to, such plans.



     4. BUSINESS EXPENSES.



          Company will reimburse Executive for any and all necessary, customary and
usual expenses which are incurred by Executive on behalf of Company, provided
Executive provides Company with receipts to substantiate the business expense
in accordance with Company’s policies or otherwise reasonably justifies the
expense to Company.



2









 





     5. DEATH OR DISABILITY.



          (a) Death. This Agreement shall terminate upon Executive’s death.
Executive’s estate shall be entitled to receive the Base Salary due through the
date of Executive’s death. Company shall also pay to Executive’s estate a
prorated portion to the date of death of any incentive compensation to which
Executive would have been entitled (had Executive not died) for the quarter in
which this Agreement terminated due to Executive’s death. No Base Salary or
other payment or benefit will be payable with respect to any period after death
except as expressly provided elsewhere in this Agreement.



          (b) Disability. This Agreement shall also terminate in the event of
Executive’s “Disability.” For purposes of this Agreement, “Disability” means
the inability of Executive to perform Executive’s essential job duties, with or
without a reasonable accomodation, for a period of 30 consecutive days or for
60 days within any 180-day period due to a physical or mental injury or illness
that occurs while Executive is actively employed by Company. Any dispute
concerning whether Disability has occurred will be determined by a physician
selected by Company. If this Agreement is terminated due to Executive’s
Disability, Executive shall receive a prorated portion to the date of
termination of Executive’s Base Salary and any incentive compensation to which
Executive would have been entitled (had termination not occurred) for the
quarter in which this Agreement is terminated due to Executive’s disability.



     6. TERMINATION BY COMPANY.



          (a) Termination for Cause. Company may terminate this Agreement at any
time during the Initial Term or any Renewal Term for “Cause” upon written
notice to Executive. If Company terminates this Agreement for “Cause,”
Executive’s Base Salary shall immediately cease, and Executive shall not be
entitled to severance payments, incentive compensation payments or any other
payments or benefits pursuant to this Agreement, except for any vested rights
pursuant to any benefit plans in which Executive participates and any accrued
compensation, accrued and unused vacation pay and similar items. For purposes
of this Agreement, the term “Cause” shall mean the termination of Executive’s
employment by Company for one or more of the following reasons: (1) the
misappropriation (or attempted misappropriation) of any of Company’s funds or
property; (2) the conviction of, or the entering of a guilty plea or plea of no
contest with respect to, a felony or a misdemeanor which involves moral
turpitude or a fraudulent act; (3) willful or repeated neglect of duties (after
notice and an opportunity to cure); (4) acts of material dishonesty or
insubordination toward Company; (5) insolvency of Company; or (6) Executive’s
material breach of this Agreement (after notice and an opportunity to cure).
If Executive is terminated for Cause, Company shall be obligated to pay
Executive only the Base Salary (from Section 3[a]) and expenses (from Section
4) due to Executive through the termination date, and Executive will not be
entitled to, nor will Executive receive, any type of severance payment.



          (b) Termination Without Cause. Company also may terminate Executive’s
employment at any time during the Initial Term or any Renewal Term without
Cause. Company may, at its discretion, place Executive on a paid
administrative leave prior to the actual date of termination set by Company.
During the administrative leave, Company may bar Executive’s access to
Company’s offices or facilities if reasonably necessary to the smooth operation
of Company, or may provide Executive with access subject to such reasonable
terms and conditions as Company chooses to impose.



3









 





          (c) Base Salary. Should Executive’s employment by Company be terminated
without Cause, Executive shall receive as a lump sum immediately upon such
termination of the total amount of Executive’s base salary for the remainder of
the Initial Term or current Renewal Term. Executive shall have no duty to
mitigate damages in order to receive the compensation described by this
Subsection, and the compensation shall not be reduced or offset by other
income, payments or profits received by Executive from any source.



          (d) Incentive Compensation. If Executive is terminated for Cause,
Executive shall not be entitled to receive any incentive compensation payments
for the fiscal quarter in which Executive’s employment is terminated or for any
later years. If Executive is terminated without Cause, Executive shall receive
as a lump sum promptly after the amount can be determined a prorated portion of
the quarterly incentive compensation that would have been awarded up to the
time the termination occurs, plus an amount equal to four (4) times the
incentive compensation paid with respect to the last complete quarter, but no
other incentive compensation shall be payable with respect to any period of
time following the termination. Executive shall have no duty to mitigate
damages in order to receive the compensation described by this Subsection and
the compensation shall not be reduced or offset by other income, payments or
profits received by Executive from any source.



          (e) Other Plans. Except to the extent specified in this Section 6 and as
provided in this Subsection (e), termination of this Agreement shall not affect
Executive’s participation in, distributions from, and vested rights under, any
employee benefit, stock option, restricted stock or other equity-based plan of,
or maintained by or for, Company, which will be governed by the terms of those
respective plans, in the event of Executive’s termination of employment.



     7. TERMINATION BY EXECUTIVE.



          (a) General. Executive may terminate this Agreement at any time, with or
without “Good Reason” by providing Company with thirty (30) days advance
written notice. Company may, at its discretion, place Executive on a paid
administrative leave during all or any part of any such notice period. During
the administrative leave, Company may bar Executive’s access to Company’s
offices or facilities if reasonably necessary to the smooth operation of
Company, or may provide Executive with access subject to such reasonable terms
and conditions as Company chooses to impose.



          (b) Good Reason Defined. For purposes of this Agreement, “Good Reason”
shall mean and include each of the following (unless Executive has expressly
agreed to such event in a signed writing): (1) assignment of Executive to a
position that is not substantially executive in nature; (2) relocation of
Executive’s place of business by more than fifty (50) miles; (3) any material
act or acts of dishonesty by Company directed toward or affecting Employee; (4)
any illegal act or instruction directly affecting Executive by Company, which
is not withdrawn after the Company is notified of the illegality by Executive;
or (5) Company’s material breach of this Agreement (after notice and an
opportunity to cure).



4









 





          (c) Effect of Good Reason Termination. If Executive terminates this
Agreement for Good Reason (as defined in Section 7[b]), it shall for all
purposes be treated as a termination by Company without Cause.



          (d) Effect of Termination without Good Reason. If Executive terminates
this Agreement without Good Reason, while the termination shall not be
characterized as a termination for Cause, it shall for all purposes, result in
the same compensation as a termination for Cause.



     8. CONFIDENTIALITY.



          Because of Executive’s knowledge of and participation in executive issues
and decisions as a result of Executive’s present and former executive
positions, for purposes of Sections 8 and 9 of this Agreement, “Company” shall
be interpreted to include Parent, Company and all of Parent’s direct and
indirect subsidiaries.



          Executive covenants and agrees to hold in strictest confidence, and not
disclose to any person, firm or company, without the express written consent of
Company, any and all of Company’s confidential data, including but not limited
to information and documents concerning Company’s business, customers, and
suppliers, market methods, files, trade secrets, or other “know-how” or
techniques or information not of a published nature or generally known (for the
duration they are not published or generally known) which shall come into
Executive’s possession, knowledge, or custody concerning the business of
Company, except as such disclosure may be required by law or in connection with
Executive’s employment hereunder or except as such matters may have been known
to Executive at the time of Executive’s employment by Company. This covenant
and agreement of Executive shall survive this Agreement and continue to be
binding upon Executive after the expiration or termination of this Agreement,
whether by passage of time or otherwise so long as such information and data
shall be treated as confidential by Company.



     9. RESTRICTIVE COVENANTS.



          (a) Covenant Not To Compete. In consideration of Company’s agreements
contained herein and the payments to be made by it to Executive pursuant
hereto, Executive agrees that, for a period of time equal to the time remaining
in the Initial Term or any Renewal Term (or if, but only if, a court or
tribunal of final authority finds that this period is unenforceable because it
is unreasonably long, then, if it would shorten the duration, for six months)
following the termination of Executive’s employment for any reason and so long
as Company is continuously not in material default of its obligations to
provide payments or employment-type benefits to Executive hereunder or under
any other agreement, covenant, or obligation, Executive will not, without prior
written consent of Company, consult with or act as an advisor to another
company about activity which is a “Competing Business” of such company in the
Restricted Territory, as defined below. For purposes of this Agreement,
Executive shall be deemed to be engaged in a “Competing Business” if, in any
capacity, including proprietor, shareholder, partner, officer, director or
employee, Executive engages or participates, directly or indirectly, in the
operation, ownership or management of the activity of any proprietorship,
partnership, company or other business entity which activity is competitive
with the then actual business in which Company and its operating subsidiaries
and affiliates are engaged on the date of, or any business



5









 





contemplated by such
entities’ business plans in effect on the date of notice of, Executive’s
termination of employment. Nothing in this Subsection is intended to limit
Executive’s ability to own equity in a public company constituting less than
one percent (1%) of the outstanding equity of such company, when Executive is
not actively engaged in the management thereof.



          (b) Non-Solicitation. Executive recognizes that Company’s customers are
valuable and proprietary resources of Company. Accordingly, Executive agrees
that for a period of time following the termination of Executive’s employment
for any reason equal to the time remaining in the Initial Term or any Renewal
Term (or if, but only if, a court or tribunal of final authority finds that
this period is unenforceable because it is unreasonably long, then, if it would
shorten the duration, for six months), and only so long as Company is
continuously not in material default of its obligations to provide payments or
employment-type benefits to Executive hereunder or under any other agreement,
covenant, or obligation, Executive will not directly or indirectly, through
Executive’s own efforts or through the efforts of another person or entity,
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 at any time during Executive’s employment with Company,
Executive will not 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 and Executive will not solicit, hire or engage employees of
Company who would have the skills and knowledge necessary to enable or assist
efforts by Executive to engage in a Competing Business.



          (c) Remedies; Reasonableness. Executive acknowledges and agrees that a
breach by Executive of the provisions of this Section 9 will constitute such
damage as will be irreparable and the exact amount of which will be impossible
to ascertain and, for that reason, agrees that Company will be entitled to an
injunction to be issued by any court of competent jurisdiction restraining and
enjoining Executive from violating the provisions of this Section. The right to
an injunction shall be in addition to and not in lieu of any other remedy
available to Company for such breach or threatened breach, including the
recovery of damages from Executive.



          Executive expressly acknowledges and agrees that: (i) the Restrictive
Covenants contained herein are reasonable as to time and geographical area and
do not place any unreasonable burden upon Executive; (ii) the general public
will not be harmed as a result of enforcement of these Restrictive Covenants;
and (iii) Executive understands and hereby agrees to each and every term and
condition of the Restrictive Covenants set forth in this Agreement.



          Executive also expressly acknowledges and agrees that Executive’s
covenants and agreements in this Section 9 shall survive this Agreement and
continue to be binding upon Executive after the expiration or termination of
this Agreement, whether by passage of time or otherwise



          (d) Restricted Territory. Executive and Company understand and agree that
Company’s business is not geographically restricted and is unrelated to the
physical location of Company facilities or the physical location of any
Competing Business, due to extensive use of the Internet, telephones, facsimile
transmissions and other means of electronic information and product
distribution. Executive and Company further understand and agree that
Executive will, in part, work



6









 





toward expanding Company’s markets and geographic
business territories and will be compensated for performing this work on behalf
of Company.



          Accordingly, Company has a protectable business interest in, and the
parties intend the Restricted Territory to encompass, each and every location
from which Executive could engage in Competing Business in any country, state,
province, county or other political subdivision in which Company has customers,
employees, suppliers, distributors or other business partners or operations.
If, but only if, this Restricted Territory is held to be invalid on the ground
that it is unreasonably broad, the Restricted Territory shall include each
location from which Executive can conduct business in any of the following
locations: the United States (including each state in which Company conducts
sales or operations), Canada, the United Kingdom, and each political
subdivision of each of the foregoing countries. If, but only if, this
Restricted Territory is held to be invalid on the grounds that it is
unreasonably broad, then the Restricted Territory shall be the United States
(including each state in which Company conducts sales or operations), Canada,
the United Kingdom, any other country in which Company conducts sales or
operations, and each political subdivision of each of the foregoing countries
in which Company can articulate a legitimate protectible business interest.



     10. BENEFIT AND BINDING EFFECT.



          This Agreement shall inure to the benefit of and be binding upon Company,
its successors and assigns, including, but not limited to, any company, person,
or other entity which may acquire all or substantially all of the assets and
business of Company or any company with or into which Company may be
consolidated or merged, and Executive, Executive’s heirs, executors,
administrators, and legal representatives, provided that the obligations of
Executive may not be delegated.



     11. FREEDOM FROM RESTRICTIONS.



          Executive represents and warrants that Executive has not entered into any
agreement, whether express, implied, oral, or written, that poses an impediment
to Executive’s employment by Company including Executive’s compliance with the
terms of this Agreement. In particular, Executive is not subject to a valid,
pre-existing non-competition agreement which prohibits Executive from
fulfilling Executive’s job duties as set out in Section 2(a) of this Agreement,
and no restrictions or limitations exist respecting Executive’s ability to
perform fully Executive’s obligations to Company, including Executive’s
compliance with the terms of this Agreement.



     12. THIRD-PARTY TRADE SECRETS.



          During the term of this Agreement, Executive agrees not to copy, refer to,
or in any way use, information that is proprietary to any third party
(including any previous employer). Executive represents and warrants that
Executive has not improperly taken any documents, listings, hardware, software,
discs, or any other tangible medium that embodies proprietary information from
any third party, and that Executive does not intend to copy, refer to, or in
any way use, information that is proprietary to any third party in performing
duties for Company.



7









 





     13. NOTICES.



          All notices hereunder shall be in writing and delivered personally or sent
by United States registered or certified mail, postage prepaid and return
receipt requested:



	 	 	 
	If to Company, to:

	 	Insight Enterprises, Inc.
	

	 	Attn: Chief Financial Officer
	

	 	1305 West Auto Drive
	

	 	Tempe, Arizona 85284
	 
	 	 
	With a copy to:

	 	Insight Enterprises, Inc.
	

	 	Attn: General Counsel
	

	 	1305 West Auto Drive
	

	 	Tempe, Arizona 85284
	 
	 	 
	If to Executive, to:

	 	Ms. Karen K. McGinnis
	

	 	(address omitted)







Either party may change the address to which notices are to be sent to it by
giving ten (10) days written notice of such change of address to the other
party in the manner above provided for giving notice. Notices will be
considered delivered on personal delivery or on the date of deposit in the
United States mail in the manner provided for giving notice by mail.



     14. NONDELEGABILITY OF EXECUTIVE’S RIGHTS AND COMPANY ASSIGNMENT RIGHTS.



          The obligations, rights and benefits of Executive hereunder are personal
and may not be delegated, assigned or transferred in any manner whatsoever, nor
are such obligations, rights or benefits subject to involuntary alienation,
assignment or transfer. Upon reasonable notice to Executive, Company may
transfer Executive to an affiliate of Company, which affiliate shall assume the
obligations of Company under this Agreement. This Agreement shall be assigned
automatically to any entity merging with or acquiring Company or its business.



     15. SEVERABILITY.



          If any term or provision of this Agreement is declared by a court or
tribunal of competent jurisdiction to be invalid or unenforceable for any
reason, this Agreement shall remain in full force and effect, and either (a)
the invalid or unenforceable provision shall be modified to the minimum extent
necessary to make it valid and enforceable or (b) if such a modification is not
possible, this Agreement shall be interpreted as if such invalid or
unenforceable provision were not a part hereof.



8









 





     16. ARBITRATION.



          The parties agree that any and all disputes arising out of the terms of
this Agreement, their interpretation, or Executive’s employment or
compensation, shall be subject to binding arbitration in Maricopa County,
Arizona, before the American Arbitration Association under its National Rules
for the Resolution of Employment Disputes, or by a judge to be mutually agreed
upon. The parties agree that the prevailing party in any arbitration shall be
entitled to injunctive relief in any court of competent jurisdiction to enforce
the arbitration award. The parties agree that if Company initiates the
arbitral proceedings, it shall advance the costs of the arbitration. If
Executive initiates the arbitral proceedings, Executive shall pay the greater
of $200.00 or the initial filing fee Executive would have had to pay if
Executive had initiated the case in Maricopa County courts. Company shall
advance the remaining arbitration costs. The prevailing party in any
arbitration shall be awarded its reasonable attorney’s fees and costs.



     17. COUNTERPARTS.



          This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but which together shall constitute one and the same
instrument.



     18. ENTIRE AGREEMENT.



          The entire understanding and agreement between the parties has been
incorporated into this Agreement, and this Agreement supersedes all other
agreements and understandings between Executive and Company with respect to the
relationship of Executive with Company, except with respect to other continuing
or future stock option, health, benefit and similar plans or agreements.



     19. GOVERNING LAW.



          This Agreement and Executive’s employment shall be governed in all
respects by the laws of the State of Arizona as governs transactions occurring
entirely within Arizona among Arizona residents, except as preempted by Federal
Law.



     20. DEFINITIONS.



          Throughout this Agreement, certain defined terms will be identified by the
capitalization of the first letter of the defined word or the first letter of
each substantive word in a defined phrase. Whenever used, these terms will be
given the indicated meaning.



     21. TERMINATION OF EMPLOYMENT.



          The termination of this Agreement by either party also shall result in the
termination of Executive’s employment relationship with Company in the absence
of an express written agreement providing to the contrary. Neither party
intends that any oral employment relationship continue after the termination of
this Agreement.



9









 





     22. TIME IS OF THE ESSENCE.



          Company and Executive agree that time is of the essence with respect to
the duties and performance of the covenants and promises of this Agreement.



     23. CONSTRUCTION.



          This Agreement is the result of negotiation between Company and Executive
and both have had the opportunity to have this Agreement reviewed by their
legal counsel and other advisors. Accordingly, this Agreement shall not be
construed for or against Company or Executive, regardless of which party
drafted the provision at issue. The language in all parts of this Agreement
shall in all cases be construed as a whole according to its fair meaning and
not strictly for or against either party. The Section headings contained in
this Agreement are for reference purposes only and will not affect the meaning
or interpretation of this Agreement in any way. Whenever the words “include,”
“includes,” or “including” are used in the Agreement, they shall be deemed to be followed
by the words “without limitation.”



	 	 	 	 	 
	 	 	Insight:
	 
	 	 	 	 
	 	 	Insight Enterprises, Inc.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Stanley Laybourne



	 	 	Name: Stanley Laybourne
	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	Executive:
	 
	 	 	 	 
	 	 	/s/ Karen K. McGinnis


	 	 	Karen K. McGinnis








10