EX-10.1






Exhibit 10.1




EXECUTIVE SERVICE AGREEMENT




This amended and restated Executive Service Agreement (the “Agreement”), entered into as of
May 18, 2010, is between Insight Direct (UK) Limited, a company registered in England with number
2579852 whose registered office is at Technology Building, Insight Campus, Terry Street Sheffield
S9 2BU (“Company”), and Stuart Fenton of The Ridings, Hazel Road, West Byfleet, Surrey, KT14 6JJ
(“Executive”).



This amended and restated Executive Service Agreement is entered into in the following
context:



RECITALS




A. Executive is employed by Company pursuant to an Executive Service Agreement dated as of
September 12, 2002 (the “Prior Agreement”).



B. The Company proposes and Executive agrees to enter into a new Executive Service Agreement.
In exchange for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:




	1.	 	TERMS OF AGREEMENT.





(a) The parties agree that the Prior Agreement is hereby terminated in its entirety.



(b) Initial Term. Executive shall be employed by Company for the duties set forth in
Section 2 for a two-year term commencing as of May 18, 2010 and ending on May 18, 2012 (the
“Initial Term”), unless sooner terminated in accordance with the provisions of this Agreement.



(c) Renewal Term; Employment Period Defined. This Agreement is intended to provide
for a constantly renewing (or “evergreen”) two-year term. As a result, on each 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 two-year term from that day forward (a “Renewal
Term”) (subject to earlier termination in accordance with the terms of this Agreement).
Nevertheless, Company may notify Executive, or Executive may notify Company, at any time, that
there shall be no renewal of this Agreement. If this notice of non-renewal is given, 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 of
this Agreement 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.”



(d) Age 65. Notwithstanding anything in this Agreement to the contrary, Executive’s
employment shall terminate automatically on the Executive’s 65th birthday. No severance or other
post-termination compensation will be due or payable in the event of a termination under this
Section 1(c).




	2.	 	POSITION AND DUTIES.





(a) Job Duties. Company employs, engages and hires Executive as President of EMEA and
APAC, based in the United Kingdom and responsible for the Insight Subsidiaries in these regions,
and Executive accepts and agrees to such employment. Executive shall be a director of Company and
(subject always to the reasonable directions of the Chief Executive Officer of Insight Enterprises,
Inc. a Delaware corporation (“Parent”)), together with any other director appointed from time to
time by the Chief Executive Officer of Parent, conduct the general management of the business of
Company in these regions. Executive’s duties and authority during the Employment Period shall be
such executive and managerial duties as the Chief Executive Officer of Parent, or the Chief
Executive Officer’s designee, shall reasonably determine, and which are consistent with Executive’s
legal duties. Executive will devote full time on behalf of Company, or such lesser amount of time
as the Chief Executive Officer of Parent, or the Chief Executive Officer’s designee, may determine,
reasonable absences because of illness, personal and family exigencies excepted.



(b) Company’s Discretion. In the event the Company commences a reasonable
investigation into the conduct of Executive or after notice of termination has been given
Executive, the Company may suspend Executive from the performance of his duties including without
limitation requiring him not to contact for the purpose of conducting business any customers,
clients, suppliers, agents, professional advisors, brokers, bankers or employees of Company or of
any holding company (as defined in section 736 Companies Act 1985) of Company and any subsidiaries
(as defined in section 736 Companies Act 1985) of Company or of any such holding company from time
to time (collectively, the “Group”) and exclude Executive from any premises of Company or of any
company in the Group.



Base Salary and benefits will not cease to be payable to Executive by reason only of such
suspension, exclusion or requirement and Executive shall throughout any such period of suspension
or exclusion continue to be an employee of Company and shall comply with all his obligations under
this Agreement without limitation.



(c) Normal Place of Work. Executive shall be based at any of Company’s offices in the
United Kingdom (the “Normal Place of Work”). Company shall have the right to vary the Normal Place
of Work from time to time upon reasonable notice. Should Company require Executive to be based
outside of the area of the M25 motorway to a location where it is not practicable for him to
commute, then Company shall either provide reasonable rental accommodation for the use of Executive
(at the cost of Company) or shall reimburse his reasonable hotel expenses.



(d) Travel. Executive shall undertake such travel inside and outside the United
Kingdom as may be required for the proper performance of his duties hereunder.



(e) 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
under this Agreement pursuant to its express terms. Executive’s participation as an officer,
director, consultant or employee of any entity (other than Company) must be disclosed to Company
and the Chief Executive Officer of Parent. Additionally, Executive shall not, without the written
consent of Company, be directly or indirectly interested or concerned (whether as a shareholder,
director, employee, partner, consultant, proprietor, agent or otherwise) in any Competing Business
(as defined in Section 14(a)). This clause will not prevent Executive from being interested for
investment purposes only as a member, debenture holder or beneficial owner of any stock, shares or
debentures which are listed or dealt in on a recognised investment exchange and which do not
represent more than one per cent of the total share or loan capital from time to time in issue in
such company.




	3.	 	HOURS OF WORK.





(a) Normal Work Hours. Normal working hours are from Monday to Friday inclusive,
9.00am to 6.00pm. Executive is, however, expected to work such additional hours including work on
weekends and on public holidays without additional pay as the needs and requirements of Company
dictate and as are required for the proper discharge of his duties.



(b) Working Time Regulations 1998. In view of Executive’s seniority and managerial
duties and responsibilities, Executive is regarded as a “managing executive” for the purposes of
the Working Time Regulations 1998.




	4.	 	COMPENSATION.





(a) Base Salary. Company shall pay Executive a “Base Salary” in consideration for
Executive’s services to Company, payable as nearly as possible in equal monthly installments or in
such other installments as are customary from time to time for Company’s executives at the rate of
£297,000 per annum. 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.



(1) Executive authorizes Company to deduct from such Base Salary any sums due from him to
Company, including any overpayments, loan or advance made to him by Company.



(2) Subject to Section 5, Executive’s Base Salary shall be inclusive of any fees receivable by
Executive as a director of Company and any company in the Group.



(b) Incentive Compensation. Executive shall be eligible for incentive compensation
pursuant to one or more incentive compensation plans established by Company from time to time
(each, an “Incentive Compensation Plan”). The amount of the incentive compensation, if any, shall
be based on the extent to which Executive or Company, or any combination of Executive, Company and
Company’s direct and indirect subsidiaries, achieve objectives set forth in or pursuant to the
Incentive Compensation Plan, or Incentive Compensation Plans, for the relevant time period. For
purposes of this Agreement, the terms “Incentive Compensation Plan” and “Incentive Compensation
Plans” do not include any employee benefit, stock option, restricted stock or other equity-based
plan.



(c) Benefit Schemes. Executive will be entitled to participate in those benefit
schemes generally provided for Company’s executives located in the UK in the same or a similar tier
of management, in accordance with the terms of the applicable benefit schemes. Additionally,
Executive shall be entitled to participate in any other benefit schemes made available from time to
time to UK employees of Company generally, including but not limited to, any death in service
insurance scheme and private health insurance scheme, all subject to any restrictions specified in,
or amendments made to, such schemes.



(d) Group Personal Pension Scheme. Executive is eligible to participate in the Group
Personal Pension Scheme (“the Scheme”) subject to the terms and conditions of such Scheme from time
to time in force. Details of the Scheme may be obtained from the People and Development
Department. Company reserves the right to terminate, or substitute another pension scheme(s) for
the Scheme. Company shall make a contribution of seven percent (7%) of Base Salary to such scheme
subject to the Executive contributing at an equivalent or greater level. At the request of
Executive, Company shall pay this pension contribution to a personal pension scheme established by
Executive in his name.



(e) Mobile Phone. Executive shall be provided with a mobile phone for his business
use and reasonable personal use. Executive shall return his mobile phone on request.



(f) Clawback. To the extent required by law or Company policy, Company may require
Executive to repay to Company any bonus or other incentive-based or equity-based compensation paid
to Executive.




	5.	 	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.




	6.	 	SICKNESS.





(a) Examination and Access to Medical Reports. If so required by the Chief Executive
Officer of Parent at any time after Executive has requested sick leave which would result in total
absence of two consecutive weeks of sick leave (and whether or not Executive is absent by reason of
sickness, injury or other incapacity), Executive shall undergo a medical or psychological
examination by such doctor or doctors as the Chief Executive Officer of Parent shall nominate at
the expense of Company. Executive authorizes Company pursuant to the Access to Medical Reports Act
1988 to have unconditional access to any report or reports (including copies of and documents
referred to in such reports) prepared as a result of any such examination as the Chief Executive
Officer of Parent may from time to time require and authorizes the doctor(s) concerned to discuss
the same with any representative of Company.



(b) Absence. If Executive is absent from his employment, he shall comply with
Company’s policy on reporting absence and illness.



(c) Temporary Replacement. Company may appoint a temporary replacement to undertake
some or all of Executive’s duties, provided, however, that an internal temporary appointment of an
officer may be made to provide temporary business continuity if it reasonably appears that
Executive will be absent for more than one week.



(d) Base Salary. Subject to compliance by him with the provisions of Sections 6(a)
through 6(c), Executive may, notwithstanding illness or other incapacity, at the absolute
discretion of Company and without prejudice to Company’s rights pursuant to this Agreement,
continue to receive the Base Salary or such proportion of it, for twenty-six (26) weeks (in
aggregate) in such fifty-two (52) week period and thereafter for such periods or period as the
Chief Executive Officer of Parent may in his absolute discretion decide provided that any Base
Salary or proportion of it so paid will be reduced by a sum or sums equal to the aggregate maximum
amount of statutory sick pay which Executive is entitled to claim in respect of such period or
periods of absence.



(e) Statutory Sick Pay. Any Base Salary paid to Executive pursuant to Section 6(d)
shall be inclusive of any statutory sick pay payable.




	7.	 	HOLIDAYS.





(a) General. Executive shall, in addition to Bank holidays but inclusive of statutory
entitlement under the WTR, be entitled to twenty-five (25) working days’ holiday from January 1 to
December 31 each year (the “Holiday Year”) and a ratable proportion for any part of such Holiday
Year to be taken at such time or times as shall be convenient to Company’s business and as decided
by the Chief Executive Officer of Parent, but so that no more than ten (10) consecutive working
days are taken by Executive at any one time without the prior consent of the Chief Executive
Officer of Parent. Executive will be deemed to take statutory entitlement under the WTR first,
then additional contractual entitlement.



(b) Termination of Agreement. On the termination of this Agreement, Executive shall
be entitled to remuneration in lieu of accrued untaken holidays. If, on the termination of this
Agreement, Executive has taken holiday in excess of his accrued entitlement, Company shall be
entitled to deduct from any sum owed by Company to Executive a sum representing such excess holiday
taken.



(c) Carry Forward. With the prior written consent of the Chief Executive Officer of
Parent, Executive shall be entitled to carry forward not more than ten (10) days accrued holiday
entitlement from one Holiday Year to the next. Any holiday carried forward must be taken within
the first two (2) months of the next Holiday Year or will thereupon lapse without right to payment
in lieu.



(d) Parental Leave. The Holiday Year shall be the leave year for the purposes of
parental leave.




	8.	 	DEATH OR DISABILITY.





(a) Compensation. If Executive’s employment is terminated as a result of Executive’s
death, or, if subject clause (c) below, Executive becomes Disabled within the meaning of the
Disability Discrimination Act of 1995, Executive, or Executive’s estate, as the case may be, shall
be entitled to receive (in the case of Disability subject to Executive signing a compromise
agreement on terms satisfactory to Company) the Base Salary due to Executive through the date of
Executive’s death or Disability. Executive or Executive’s estate, as the case may be, also shall
be entitled to receive the following (in the case of Disability subject to Executive signing a
compromise agreement on terms satisfactory to Company):



(1) A single lump sum payment equal to ninety (90) days of Executive’s Base Salary as in
effect on the date of Executive’s death or Disability;



(2) With respect to any Incentive Compensation Plan with quarterly objectives, a single lump
sum cash payment in an amount equal to a prorated portion (based on the number of calendar days
that have elapsed during the quarter) of the payment to which Executive would be entitled under the
Incentive Compensation Plan (had Executive’s death or Disability not occurred) for the quarter in
which Executive died or became Disabled; and



(3) With respect to any Incentive Compensation Plan with annual objectives, a single lump sum
cash payment in an amount equal to a prorated portion (based on the number of calendar days that
have elapsed during the year) of the payment to which Executive would have been entitled (had
Executive’s death or Disability not occurred) under the Incentive Compensation Plan for the
calendar year in which Executive dies or becomes Disabled.



(4) The Executive is entitled to the current death and disability insurance provided to all
Insight U.K. employees. The scheme details may change from time to time.



The payment to which Executive or Executive’s estate is entitled pursuant to paragraph (1)
will be paid within thirty (30) days of Executive’s death or in the case of Disability 28 days
after signature of a compromise agreement in terms satisfactory to Company, as the case may be.
The payments to which Executive is entitled pursuant to paragraphs (2) and (3) shall be made within
the time period described in the applicable Incentive Compensation Plan. The payments pursuant to
paragraphs 1, 2 and 3 are in addition to payments under any disability insurance policy the Company
may have in effect for Executive at any given time.



(b) Termination of Employment. Where, the reasonable opinion of Company, Disability
prevents Executive from being able to fulfill his duties to Company, the Company reserves the right
to terminate the Executive’s employment on the grounds of capability. In such circumstances,
Executive shall be required to enter into a compromise agreement on terms satisfactory to Company
before the payment of any benefits pursuant to this is made.




	9.	 	TERMINATION BY COMPANY.





(a) Termination for Cause. Company may terminate this Agreement and Executive’s
employment with immediate effect at any time during the Initial Term or any Renewal Term for
“Cause” upon written notice to Executive specifying the basis for the termination. 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 Plan payments or any
other payments or benefits pursuant to this Agreement, except for any vested rights pursuant to any
benefit schemes in which Executive participates and any accrued compensation, accrued and unused
holiday 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 Executive, in the performance of his duties under this Agreement commits an act of
gross misconduct or gross incompetence;



(2) the misappropriation (or attempted misappropriation) of any of Company’s funds or
property;



(3) the conviction of any criminal offense, including an offense related to insider dealing
and other than a minor motoring offense, which does not render Executive unable to discharge his
duties under this Agreement;



(4) acts of material dishonesty or disloyalty toward Company;



(5) repeated significant deficiencies with respect to agreed performance objectives assigned
by the Chief Executive Officer of Parent;



(6) a bankruptcy order made against Executive or Executive’s entering into a voluntary
arrangement within the meaning of section 253 Insolvency Act 1986; or



(7) Executive becomes prohibited by law from being a company director.



If Executive is terminated for Cause, Company shall be obligated to pay Executive only the
Base Salary (from Section 4(a)) and benefits (from Section 4(c)) due to Executive up to the
termination date, and Executive will not be entitled to, nor will Executive receive, any type of
severance payment. For purposes of clauses (3), (5) and (6) an action or omission will not be
considered to be “repeated” unless Executive violates that same clause after receiving written
notice of an earlier violation and after being provided with an opportunity to cure the violation
or deficiency.



(b) Termination Without Cause. Company also may terminate this Agreement and
Executive’s employment at any time during the Initial Term or any Renewal Term without Cause by
service of notice complying with the statutory minimum notice period. Company may, in 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.



(c) Base Salary. In the event Executive’s employment is terminated by Company without
Cause, Executive shall, subject to signing a compromise agreement on terms satisfactory to the
Company, receive a single lump sum cash payment in an amount equal to two (2) times Executive’s
Base Salary as in effect on the date Executive’s employment is terminated to be paid within three
(3) days (or sooner if required by law) following the termination of Executive’s employment.
Executive shall have no duty to mitigate damages in order to receive the compensation described by
this Section 9(c), 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 Plan payments for the quarter or year in which
Executive’s employment is terminated or for any other periods. If Executive is terminated without
Cause, Executive shall, subject to signing a compromise agreement on terms satisfactory to the
Company, be entitled to receive the following:



(1) An amount equal to one hundred percent (100%) of the annual compensation paid to Executive
in the one (1) of the two (2) preceding years in which Executive received the higher annual
compensation under all Incentive Compensation Plans (annual and quarterly) in which Executive
participates as of the date his employment is terminated or, if an Incentive Compensation Plan was
not in existence in the preceding year, one hundred percent (100%) of the annual compensation paid
to Executive in the one (1) of the two (2) preceding years in which Executive received the higher
annual compensation under a predecessor Incentive Compensation Plan; plus



(2) With respect to any Incentive Compensation Plan with quarterly objectives, a prorated
portion (based on the number of calendar days that have elapsed during the quarter) of the payment
to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s
employment not been terminated) for the quarter in which Executive’s employment is terminated; plus



(3) With respect to any Incentive Compensation Plan with annual objectives, a prorated portion
(based on the number of calendar days that have elapsed during the year) of the payment to which
Executive would be entitled under the Incentive Compensation Plan (had Executive’s employment not
been terminated) for the year in which Executive’s employment is terminated.



The payments described in Section 9(d)(1) and (2) will be made in a single lump sum cash
payment as soon as possible following the end of the quarter in which Executive’s employment is
terminated. The payment described in Section 9(d)(3) will be made at the time described in the
applicable Incentive Compensation Plan. Executive shall have no duty to mitigate damages in order
to receive the compensation described by this Section 9(d), and the compensation shall not be
reduced or offset by other income, payments or profits received by Executive from any source.



(e) Welfare Benefit Continuation. If Executive’s employment is terminated by Company
without Cause, Executive shall be entitled to continue to participate in any death in service
insurance scheme and private health insurance scheme, at substantially the levels in place
immediately prior to termination of Executive’s employment, for a period of time expiring upon the
earlier of: (1) the end of the period of twenty-four (24) months following termination of
Executive’s employment, or (2) the day on which Executive becomes eligible to receive any
substantially similar benefits under any scheme of any other employer or source without being
required to pay any premium with respect thereto. Company’s obligation under this paragraph will
cease with respect to a particular type of coverage when and if Executive becomes eligible to
receive substantially similar coverage with a successor employer.



(f) Other Plans. Except to the extent specified in this Section 9 and as provided in
this Section 9(f), termination of Executive’s employment 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 or scheme of, or maintained by or for, Company, which benefits
will be governed by the terms of those respective plans or schemes. Executive shall have no duty
to mitigate damages in order to receive the compensation described by this Section 9(f), and the
compensation shall not be reduced or offset by other income, payments or profits received by
Executive from any source.



(g) Release. The compensation described in this Section 9 shall be conditional upon
Executive signing a compromise agreement on terms satisfactory to Company and shall be accepted by
Executive in full and final settlement of any claim based on any cause of action, whether in
negligence, breach of contract, statutory or otherwise, for any remedy whether in the nature of
financial compensation or restitution for any loss or damage which has been or may be suffered
including damages (at law or in equity), costs, interests, attorneys’ fees or otherwise that
Executive may have against Company or any Group company (or its or their employees, officers,
executives or shareholders) anywhere in the world and howsoever arising to the fullest extent
permitted by law.




	10.	 	TERMINATION BY EXECUTIVE.





(a) General. Executive may terminate this Agreement and his employment at any time,
with or without “Good Reason.” Company may, in its discretion, place Executive on a paid
administrative leave prior to the actual date of termination of Executive’s employment. 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. Executive may terminate this Agreement and his employment
for Good Reason if Executive provides Company with written notice of the breach or action giving
rise to Good Reason within ninety (90) days of the initial existence of such breach or action. 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) a material diminution in Executive’s authority, duties, or responsibilities;



(2) any material act or acts of dishonesty by Company directed toward or affecting Executive;



(3) any illegal act or instruction directly affecting Executive by Company, which is not
withdrawn after Company is notified of the illegality by Executive; or



(4) Company’s material breach of this Agreement.



Notwithstanding any provisions of this Agreement to the contrary, none of the events described
in this Section 10(b) will constitute Good Reason if, within thirty (30) days after Executive
provides Company written notice specifying the occurrence or existence of the breach or action that
Executive believes constitutes Good Reason, Company has fully corrected (or reversed) such breach
or action. Executive’s employment will terminate on the day following the expiration of this
thirty (30) day “cure period,” unless Executive and Company agree to a later date not later than
two (2) years following the initial existence of such breach or action. Executive shall be deemed
to have waived Executive’s right to terminate for Good Reason with respect to any such breach or
action if Executive does not notify Company in writing of such breach or action within ninety (90)
days of the event that gives rise to such breach or action.



(c) Effect of Termination by Executive for Good Reason. If Executive terminates this
Agreement and his employment for Good Reason, it shall for all purposes be treated as a termination
by Company without Cause and Executive shall be entitled to compensation in accordance with Section
9 subject to Executive signing a compromise agreement on terms satisfactory to Company.



(d) Effect of Termination by Executive Without Good Reason. If Executive terminates
this Agreement and his employment 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 in accordance with Section 9. If the Executive terminates
this Agreement without Good Reason he shall be required to give one month’s written notice of
termination to Company.




	11.	 	CHANGE IN CONTROL OF PARENT.





(a) Continued Eligibility to Receive Benefits. Company considers the maintenance of a
sound and vital management to be essential to protecting and enhancing the best interests of
Company and its shareholders. In furtherance of such goal and in further consideration of
Executive’s continued employment with Company, if a Change in Control (as defined in Section 11(c))
occurs, Executive shall be entitled to the lump-sum severance benefit provided in Section 11(b) if,
prior to the expiration of twenty-four (24) months after the Change in Control, (1) Executive
terminates his employment with Company for Good Reason in accordance with the requirements of
Section 10(b), or (2) Company terminates Executive’s employment without Cause pursuant to Section
9(b). The full severance benefits provided by this Section 11 shall be payable regardless of the
period remaining until the expiration of the Initial Term or any Renewal Term.



(b) Receipt of Benefits. If Executive is entitled to receive a severance benefit
pursuant to Section 11(a) hereof:



(1) Within ten (10) days following the date of termination of Executive’s employment, Company
will provide Executive with a single lump sum cash payment in an amount equal to: (1) two (2) times
Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any
Renewal Term; plus (2) two (2) times the annual compensation paid to Executive in the one (1) of
the two (2) preceding years in which Executive received the higher annual compensation under all
Incentive Compensation Plans (annual and quarterly) in which Executive participates as of the date
his employment is terminated or, if an Incentive Compensation Plan was not in existence in the
preceding year, two (2) times the annual compensation paid to Executive in the one (1) of the two
(2) preceding years in which Executive received the higher annual compensation under a predecessor
Incentive Compensation Plan; plus (3) with respect to any Incentive Compensation Plan with
quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed
during the quarter) of the payment to which Executive would be entitled under the Incentive
Compensation Plan (had Executive’s employment not been terminated) for the quarter in which
Executive’s employment is terminated; plus (4) with respect to any Incentive Compensation Plan with
annual objectives, a prorated portion (based on the number of calendar days that have elapsed
during the year) of the payment to which Executive would be entitled under the Incentive
Compensation Plan (had Executive’s employment not been terminated) for the calendar year in which
Executive’s employment is terminated.



(2) Executive shall be vested in any and all equity-based plans and agreements of Company in
which Executive had an interest, vested or contingent. If applicable law prohibits such vesting,
then Company shall pay to Executive a single lump sum cash payment in an amount equal to the value
of benefits and rights that would have, but for such prohibition, been vested in Executive. Any
payment made pursuant to this Section 11(b)(2) will be made within sixty (60) days following the
date of termination of Executive’s employment.



(3) Executive shall be entitled to continue to participate in any death in service insurance
scheme and private health insurance scheme, at substantially the levels in place immediately prior
to termination of Executive’s employment, for a period of time expiring upon the earlier of: (1)
the end of the period of forty-two (42) months following termination of Executive’s employment, or
(2) the day on which Executive becomes eligible to receive any substantially similar benefits under
any scheme of any other employer or source without being required to pay any premium with respect
thereto. Company’s obligation under this Section 11(b)(3) will cease with respect to a particular
type of coverage when and if Executive becomes eligible to receive substantially similar coverage
with a successor employer.



Executive shall have no duty to mitigate damages in order to receive the compensation
described by this Section 11(b); provided, however, that Company’s obligation to provide continued
participation in any death in service insurance scheme and any private health insurance scheme will
cease with respect to a particular scheme when and if Executive becomes eligible to receive
substantially similar benefits under any scheme of another employer or source. If Executive is
entitled to receive the payments called for by this Section 11(b), Executive shall not be entitled
to receive the compensation provided under Section 9 or 10.



(c) Change in Control Defined. For purposes of this Agreement, “Change in Control”
shall mean each occurrence of any of the following:



(1) a change in control of Parent, or a change in control of Insight Enterprises UK, Ltd. or
Insight Direct (UK) Ltd. (in either case “Insight UK”), through a transaction or series of
transactions, such that any person (as that term is used in Section 13 and 14(d)(2) of the U.S.
Securities Exchange Act of 1934 (the “1934 Act”)), excluding affiliates of Parent as of the
Effective Date, is or becomes the beneficial owner (as that term is used in Section 13(d) of the
1934 Act) directly or indirectly, of securities of Parent or Insight UK representing thirty percent
(30%) or more of the combined voting power of Parent’s then outstanding securities;



(2) any merger, consolidation or liquidation of Parent or Insight UK in which Parent or
Insight UK is not the continuing or surviving company or pursuant to which stock would be converted
into cash, securities or other property, other than a merger of Parent or Insight UK in which the
holders of the shares of stock immediately before the merger have the same proportionate ownership
of common stock of the surviving company immediately after the merger and other than a merger of
Insight UK in which Insight UK remains an affiliate of Parent;



(3) the shareholders of Parent or Insight UK approve any plan or proposal for the liquidation
or dissolution of Parent or Insight UK; or



(4) substantially all of the assets of Parent or Insight UK are sold or otherwise transferred
to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of
the U.S. Internal Revenue Code) in which Parent is a member at the relevant date.



(d) Employment by Successor. For purposes of this Agreement, employment by a
successor of Parent or a successor of any subsidiary of Parent that has assumed this Agreement
shall be considered to be employment by Parent or one of its subsidiaries. As a result, if
Executive is employed by such a successor following a Change in Control, Executive will not be
entitled to receive the benefits provided by Section 11 unless Executive’s employment with the
successor is subsequently terminated without Cause or for Good Reason within twenty-four (24)
months following the Change in Control.




	12.	 	INTELLECTUAL PROPERTY.





(a) Proprietary Information. Executive and Company hereby acknowledge and agree that
in connection with the performance of Executive’s services, Executive shall be provided with or
shall otherwise be exposed to or receive certain proprietary information of Company. Such
proprietary information may include, but shall not be limited to, information concerning Company’s
customers and products, information concerning certain marketing, selling, and pricing strategies
of Company, and information concerning methods, manufacturing techniques, and processes used by
Company in its operations (all of the foregoing shall be deemed “Proprietary Information” for
purposes of this Agreement). Executive hereby agrees that, without the prior written consent of
Company, any and all Proprietary Information shall be and shall forever remain the property of
Company, and that during the Initial Term or any Renewal Term, and at all times thereafter,
Executive shall not in any way disclose or reveal the Proprietary Information other than to
Company’s executives, officers and other employees and agents in the normal course of Executive’s
provision of services hereunder. The term “Proprietary Information” does not include information
which (1) becomes generally available to the public other than as a result of a disclosure by
Executive contrary to the terms of this Agreement, (2) was available on a non-confidential basis
prior to its disclosure, or (3) becomes available on a non-confidential basis from a source other
than Executive, provided that such source is not contractually obligated to keep such information
confidential.



(b) Trade Secrets. Executive, prior to and during this Agreement, has had and will
have access to and become acquainted with various trade secrets which are owned by Company or by
any company in the Group and are regularly used in the operation of their respective businesses and
which may give Company or any company in the Group an opportunity to obtain an advantage over
competitors who do not know or use such trade secrets. Executive agrees and acknowledges that
Executive has been granted access to these valuable trade secrets only by virtue of the
confidential relationship created by Executive’s employment and Executive’s prior relationship to,
interest in, and fiduciary relationships to Company. Executive shall not disclose any of the
aforesaid trade secrets, directly or indirectly or use them in any way, either during the Initial
or any Renewal Term of this Agreement or at any time thereafter, except as required in the course
of employment by Company and for its benefit.



(c) Intellectual Property.



(1) Executive shall promptly disclose and deliver all Proprietary Information to Company, or
as it may direct. Company shall be entitled to make such use of the Proprietary Information as it
deems appropriate and Executive shall not use the Proprietary Information in any manner, save as is
necessary in performing his duties pursuant to this Agreement, and shall not disclose, or permit
any third party to use, the Proprietary Information, in any manner, at any time either during his
employment or after the date on which this Agreement terminates.



(2) To the extent that any existing and future copyright, database rights, registered designs,
design rights, trade marks, patents, applications for any of the foregoing and all other
intellectual property rights, in any part of the world, for the full term of such rights and any
renewals and extensions thereof (collectively, “Intellectual Property Rights”) do not vest in
Company by operation of law, Executive hereby irrevocably assigns to Company, including by way of
future assignment, with full title guarantee, absolutely and free from all encumbrances, all his
interest in any and all Intellectual Property Rights in, or relating to, the Proprietary
Information.



(3) Executive shall, without charge to, but at the cost and expense of, Company, execute and
do all such acts, matters, documents and things as may be necessary or reasonably required to
obtain patent or other protection for any of the Proprietary Information or improvements or
developments of the Proprietary Information and to vest title to the Intellectual Property Rights
in, or relating to, the Proprietary Information in Company (or such company as it shall direct)
absolutely.



(4) To the extent permitted by law, Executive hereby irrevocably and unconditionally waives
any and all moral rights conferred by the Copyright Designs and Patents Act 1988 or any rights of a
similar nature under law in any other jurisdiction in and to any and all Proprietary Information,
such waiver in favor of Company, its successors in title and assigns.



(5) The provisions of this Section 12(c) shall not be affected by reason of the termination of
this Agreement for whatever reason and shall continue thereafter.



(6) Company shall be under no obligation to apply for or seek to obtain patent, design or
other protection in relation to any of the Proprietary Information or in any way to use, exploit or
seek to benefit from any of the Proprietary Information.



(d) Ownership of Documents. Company shall own all papers, records, books, drawings,
documents, manuals, and anything of a similar nature (collectively, the “Documents”) prepared by
Executive in connection with his employment. The Documents shall be the property of Company and
are not to be used on other projects except upon Company’s prior written consent. At the end of
the Initial Term or any Renewal Term, Executive shall surrender to Company any and all Documents or
other property of whatsoever kind now or hereafter in Executive’s possession, custody, or control
which contain or reflect in any manner whatsoever Proprietary Information or information which in
any way relates to Company’s business.



(e) Company Defined. For purposes of this Section 12, “Company” shall be interpreted
to include Company and any company in the Group.




	13.	 	CONFIDENTIALITY.





(a) Executive recognizes that confidential information (which may include commercially
sensitive information) is important to the business of Company and will from time to time become
known to Executive. Executive acknowledges that the following restraints are necessary for the
reasonable protection of Company, of its business, the business of the Group, its clients or their
respective affairs.



(b) Executive shall during the continuance of his employment hereunder and after the date on
which this Agreement terminates, observe strict secrecy as to the affairs and dealings of Company
and (1) shall not during the continuance of his employment (except in the proper performance of his
duties of employment) or after the date on which this Agreement terminates (without limit in time),
without the prior written consent of the Chief Executive Officer of Parent, make use of or divulge
to any person and (2) during the continuance of his employment, shall use his best endeavors to
prevent the publication or disclosure of:



(1) details of customers, prospective customers and contractors (whether they be buyers,
producers, suppliers or other contractors) of Company or any other company within the Group,
including the terms of business with them and the fees and commissions charged to or by them and
their requirements for specific projects whether design, idea or information technology oriented;



(2) copies of and information relating to research activities, inventions, creative briefs,
ideas, computer programs (whether in source code or object code) secret processes, designs and
formulae undertaken, commissioned or produced by or on behalf of Company or any company in the
Group;



(3) any information relating to:



(1) expansion plans, business strategy, marketing plans and sales forecasts of Company or any
other company in the Group;



(2) financial information, results and forecasts of Company or any other company in the Group;



(3) details of the employees and officers of Company or any other company in the Group and of
the remuneration and other benefits paid to them;



(4) information relating to presentations, tenders, projects, joint ventures or acquisitions
and developments contemplated, offered or undertaken by Company or any other company in the Group;



(5) confidential reports or research commissioned by or provided to Company or any company in
the Group;



(6) any pricing information and Company rate-card or other information relating to the charges
Company makes to customers or any discount thereon;



(7) any trade secrets of Company or any company in the Group including know-how and
confidential transactions;



(4) any information which Executive is told is confidential and any information which has been
given to Company or any other company in the Group in confidence by buyers, agents, suppliers or
other persons; and



(c) the obligations contained in Section 13(b) shall cease to apply to any such information
upon it coming into the public domain, other than as a result of the direct or indirect disclosure
by Executive in breach of Section 13(b).



(d) Nothing in this Agreement shall preclude Executive from making a protected disclosure in
accordance with and subject to the provisions set out in the Public Interest Disclosure Act 1998.




	14.	 	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 during
the Restricted Period 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 as
defined below. For purposes of this Agreement, Executive shall be deemed to be engaged in a
“Competing Business” if, in relation to Relevant Products or Services 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 any company in the Group are engaged on the date of,
or any business contemplated by such entities’ business plans in effect on the date of notice of,
Executive’s termination of employment. (As of the date of execution of this Agreement, Company’s
actual business is the direct marketing of information technology products and services to
businesses and consumers.) Nothing in this Section 14(a) is intended to limit Executive’s ability
to undertake duties or activities which are materially different from those undertaken by him in
the period 12 months prior to termination.



(b) Non-Solicitation. Executive recognizes that Company’s clients are valuable and
proprietary resources of Company. Accordingly, Executive agrees that during the Restricted Period
Executive will not directly or indirectly, through Executive’s own efforts or through the efforts
of another person or entity, canvass, solicit, approach, deal, or contract with any Relevant
Customer for or in connection with any Competing Business. Further, during the Restricted Period
Executive will not solicit, encourage, assist, induce or entice away from the Company or, in
connection with any Competing Business, employ, engage or appoint or in any way cause to be
employed, engaged or appointed a Critical Person whether or not such person would commit any breach
of his or her contract of employment or engagement by leaving the service of the Company. Company
agrees that the restrictions described in this paragraph apply 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.



(c) Restricted Period. For purposes of this Section 14, the “Restricted Period” shall
include the Employment Period and a period of 12 months following the termination of Executive’s
employment with Company for any reason.



(d) Remedies; Reasonableness. Executive acknowledges and agrees that a breach by
Executive of the provisions of this Section 14 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 14. 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: (1) the Restrictive Covenants contained
herein are reasonable as to time and geographical area and do not place any unreasonable burden
upon Executive, (2) the general public will not be harmed as a result of enforcement of these
Restrictive Covenants, and (3) 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 14 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.



Whilst the restrictions in this Section 14 are regarded by the parties as fair and reasonable,
each of the restrictions is intended to be separate and severable. If any restriction is held to be
unreasonably wide but would be valid if part of the wording were deleted, such restriction will
apply with so much of the wording deleted as may be necessary to make it valid.



(f) In this Section 14 the following expressions shall have the following meanings:



(i) “Critical Person” shall mean any person who was an employee, agent, director, consultant
or independent contractor employed, appointed or engaged by the Company who had dealings with you
or for whom you had management responsibilities in the 12 month period prior to termination and who
by reason of such employment, appointment or engagement and in particular his/her seniority and
expertise or knowledge of trade secrets or confidential information of the Company or knowledge of
or influence over the clients, customers or suppliers of the Company is likely to be able to
assist or benefit a Competing Business;



(ii) “Relevant Customer” shall mean any person, firm, company or organisation who or which at
any time during the 12 months prior to the date of termination is or was:




(a) negotiating with the Company for the sale or supply of Relevant Products or
Services; or




(b) a client or customer of the Company for the sale or supply of Relevant Products or
Services; or




(c) in the habit of dealing with the Company for the sale or supply of Relevant
Products or Services




and in each case with whom or which the Executive was directly concerned or connected
or of whom or which the Executive had personal knowledge during the 12 months prior to the
date of termination in the course of his employment hereunder;



(iii) “Relevant Products or Services” shall mean products or services with which sale or
supply the Executive was directly concerned or connected or of which he had personal knowledge
during the 12 months prior to the date of termination in the course of his employment hereunder;




	15.	 	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.




	16.	 	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), 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.




	17.	 	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.




	18.	 	NOTICES.





Any notices hereunder shall be in writing and shall be deemed to have been duly served if hand
delivered or sent by facsimile or, within the United Kingdom, by first class registered or recorded
delivery post and, outside the United Kingdom, by registered airmail post correctly addressed to:



	 	 	 
	If to Company, to:
	 	Insight Direct (UK) Limited

Technology Building, Insight Campus

Terry Street

Sheffield S9 2BU

	With a copy to:
	 	Insight Enterprises, Inc.

Attn: Legal Department

6820 S. Harl Avenue

Tempe, Arizona 85283

USA

	If to Executive, to:
	 	Stuart Fenton

The Ridings, Hazel Road

Surrey

KT14 6JJ







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.




	19.	 	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.




	20.	 	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 (1) the invalid or unenforceable provision shall be modified to the
minimum extent necessary to make it valid and enforceable or (2) if such a modification is not
possible, this Agreement shall be interpreted as if such invalid or unenforceable provision were
not a part hereof.




	21.	 	AMENDMENT.





Any amendment to the terms and conditions set out in this Agreement shall only be valid if set
out in writing and signed by Company and Executive.




	22.	 	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.




	23.	 	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.




	24.	 	GOVERNING LAW.





The construction, validity and performance of this Agreement shall be governed by and
construed in accordance with the law of England. Each party irrevocably submits to the exclusive
jurisdiction of the courts of England over any claim or matter arising under or in connection with
this Agreement or the legal relationships established by this Agreement.




	25.	 	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.




	26.	 	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. Upon termination of this Agreement and upon the request of Company,
Executive shall resign from office as a director of Company and from all offices held by him in any
other company in the Group. Should Executive not execute the necessary documents to resign from
his directorship(s), Company is authorised to appoint a person to execute any documents and to do
everything necessary to effect such resignation(s) on Executive’s behalf. Neither party intends
that any oral employment relationship continue after the termination of this Agreement.




	27.	 	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.




	28.	 	EMPLOYMENT RIGHTS ACT 1996.





This Agreement contains the particulars of the terms of employment of Executive required by
the Employment Rights Act 1996.




	29.	 	GRIEVANCE/DISCIPLINARY MATTERS.





There are no contractual disciplinary or grievance procedures in respect of Executive.




	30.	 	COLLECTIVE AGREEMENTS.





There are no collective agreements which affect the terms and conditions of Executive’s
employment.




	31.	 	DATA PROTECTION.





Executive consents to Company and/or any other company in the Group holding (and where
necessary forwarding outside the EEA where similar protections exist) and processing both
electronically and manually the data (including personal sensitive data) it collects which relates
to Executive, in the course of Executive’s employment, for the purposes of the administration and
management of its employees and its business and for compliance with applicable procedures, laws
and regulations.




	32.	 	GENERAL.





(a) The termination of this Agreement for any reason shall not affect such of the provisions
of it as are expressed to operate or have effect after its termination and shall be without
prejudice to any right of action already accrued to either party in respect of any breach of this
Agreement by the other party.



(b) Executive hereby irrevocably and by way of security appoints Company and any other Company
in the Group now or in the future existing to be his attorney in his name and on his behalf as his
act and deed to sign, execute and do all acts, things and documents which he is obliged to execute
and do under the provisions of this Agreement and in particular, but without limitation, Sections
12(a) through 12(c) and Executive hereby agrees forthwith on the request of Company to ratify and
confirm all such acts things and documents signed, executed and done in pursuant of this power.




	33.	 	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.”



This Agreement has been signed on behalf of Company by a director and its secretary/ two directors
and executed and delivered as a deed by Executive.



Dated this 18th day of May, 2010.



Company:



Insight Direct (UK) Limited



By: /s/ Russell Leighton

Name: Russell Leighton

Title: Director and SVP — Finance





By: /s/ Jet Golia

Name: Jet Golia

Title: Company Secretary

Executive:

/s/ Stuart Fenton



Witness name and address:


/s/ Jet Golia


Jet Golia


Warwick Road, London