exv10w1



 





Exhibit 10.1




DIRECTORS AND OFFICERS

INDEMNIFICATION AGREEMENT




          This Indemnification Agreement (the “Agreement”) is entered into as of                                         ,
between Insight Enterprises, Inc., a Delaware corporation (the “Company”), and [                    ], a
member of the Board of Directors and/or officer of the Company (the “Indemnitee”).




RECITALS




          WHEREAS, it is essential to the Company to retain and attract as directors and officers the
most capable persons available;




          WHEREAS, Indemnitee is a director and/or officer of the Company;




          WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other
claims being asserted against directors and officers of public companies in today’s environment;




          WHEREAS, the Amended and Restated Bylaws (“Bylaws”) of the Company require the Company to
indemnify and advance expenses to its directors and officers to the fullest extent permitted by law
and the Indemnitee has been serving and continues to serve as a director and/or officer of the
Company in part in reliance on such Bylaws;




          WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued service to the Company in an effective manner
and Indemnitee’s reliance on the Company’s Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”) and Bylaws, and in part to provide Indemnitee with specific
contractual assurance that the protection promised by the Certificate of Incorporation and Bylaws
will be available to Indemnitee (regardless of, among other things, any amendment to or revocation
of such or any change in the composition of the Company’s Board of Directors or acquisition
transaction relating to the Company), the Company wishes to provide in this Agreement for the
indemnification of, and the advancing of expenses to, Indemnitee to the fullest extent (whether
partial or complete) permitted by law and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’
and officers’ liability insurance policies; and




          THEREFORE, in consideration of Indemnitee continuing to serve the Company directly or, at its
request, with another enterprise, and intending to be legally bound hereby, and for other good and
valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:




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          1. Certain Definitions:





Action: any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, investigative or other, or any inquiry or investigation,
whether conducted by the Company or any other party, that Indemnitee in good faith believes
might lead to the institution of any such action, suit or proceeding.




Change in Control: shall be deemed to have occurred if (i) any “person” (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of
stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing 20% or more of
the total voting power represented by the Company’s then outstanding Voting Securities (as
defined below), or (ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company and any new
director whose election by the Board of Directors or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity) at least 80% of the total
voting power represented by the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (iv) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement for the sale
or disposition by the Company of (in one transaction or a series of transactions) all or
substantially all the Company’s assets.




Derivative Action: an Action by or in the right of the Company.




Expenses: include reasonable attorneys’ fees, court costs, deposition costs, court
reporter fees, travel and all other costs, expenses and obligations actually paid to
another or incurred in connection with investigating the facts underlying the Action,
preparing to defend and defending the Action or preparing for and participating in the
Action as a witness, or any of the foregoing expenses incurred on appeal, or any other
reasonable expenses incurred by Indemnitee in participating in any Indemnifiable Action or
Indemnifiable Derivative Action.



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Indemnifiable Action or Indemnifiable Derivative Action: any Action or Derivative
Action arising out of or relating, directly or indirectly, to the fact that Indemnitee is
or was a Director, Indemnitee, employee, agent or fiduciary of the Company, or a subsidiary
of the Company, or is or was serving at the request of the Company as a Director,
Indemnitee, employee, trustee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, or by reason of anything
done or not done by Indemnitee in any such capacity.




Independent Counsel: shall mean the person or body appointed in accordance with
Section 9(e).




Potential Change in Control: shall be deemed to have occurred if (i) the Company
enters into an agreement, the consummation of which would result in the occurrence of a
Change in Control; (ii) any person (including the Company) publicly announces an intention
to take or to consider taking actions which if consummated would constitute a Change in
Control; (iii) any person other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their ownership of
stock of the Company who is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power of the
Company’s then outstanding Voting Securities, increases such person’s beneficial ownership
of such securities by five percentage points (5%) or more over the percentage so owned by
such person; or (iv) the Board of Directors adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.




Reviewing Party: shall mean the person or body appointed in accordance with
Section 9(e).




Voting Securities: any securities of the Company which vote generally in the
election of directors.



          2. No Pending Actions. Except as set forth in a written notice to the Company from
Indemnitee or in litigation which has been filed and served on Company, Indemnitee represents to
Company that, to Indemnitee’s actual knowledge, (i) there is no Indemnifiable Action or
Indemnifiable Derivative Action involving Indemnitee as of the date of this Agreement and (ii) no
facts exist that may form the basis for such Action involving Indemnitee.




          3. Indemnification For Actions Other Than Derivative Actions.




               (a) If Indemnitee was, is, or becomes a party to or a witness or other participant in, or is
threatened to be made a party to or witness or other participant in, an Indemnifiable Action other
than an Indemnifiable Derivative Action, the Company shall, subject to the provisions of this
Agreement, indemnify Indemnitee to



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the fullest extent permitted by law against any and all Expenses, judgments, fines, penalties,
and amounts paid in settlement of such Action.




               (b) Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be
entitled to indemnification pursuant to this Agreement in connection with any Action (or a part
thereof) initiated by Indemnitee unless (i) Indemnitee initiated the Action as part of Indemnitee’s
duties to the Company and its stockholders; (ii) the Company has joined in or the Board has
consented to the initiation of such Action; (iii) the Action is one to enforce indemnification
rights under this Agreement; or (iv) the Action is instituted after a Change in Control and
Independent Counsel has approved its initiation.



          4. Indemnification For Derivative Actions.




               (a) Basic Indemnification. If Indemnitee was, is, or becomes a party to or a witness
or other participant in, or is threatened to be made a party to or witness or other participant in
an Indemnifiable Derivative Action, the Company shall, subject to the provisions of this Agreement,
indemnify Indemnitee to the fullest extent permitted by law against any and all Expenses, but not
judgments, fines, or, except as set forth below, amounts paid in settlement of such Derivative
Action.



               (b) Adjudication of Liability in Derivative Actions. Notwithstanding Paragraph 4(a),
no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee
shall have been adjudged (by final judicial determination from which there is no further right to
appeal) to be liable to the Company unless and only to the extent that the court in which such
Derivative Action was brought shall determine upon application by Indemnitee that despite the
adjudication of liability and in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnification which such court shall deem proper.



               (c) Settlement of Derivative Actions. Notwithstanding Paragraph 4(a), the court in
which such Derivative Action was brought may determine upon application of Indemnitee that, in view
of all circumstances of the case, indemnity for amounts paid in settlement is proper and may order
indemnity for the amounts so paid in settlement and for the Expenses actually and reasonably paid
in connection with such application, to the extent the court deems proper.



          5. Limits on Indemnification. Except as stated in Paragraph 6, there shall be no
indemnification pursuant to this Indemnification Agreement:




               (a) to the extent that payment for the same claims or amounts are actually made to the
Indemnitee under a valid and collectible insurance policy; provided, however, that if it should
subsequently be determined that the Indemnitee is not legally entitled to retain any such payment,
the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;



               (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same
claims or amounts otherwise than pursuant to this



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Indemnification Agreement; provided, however, that if it should subsequently be determined
that the Indemnitee is not legally entitled to retain any such recovery, the restriction on
indemnification pursuant to this subparagraph (b) shall no longer apply;




               (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as
amended, and rules promulgated thereunder;



               (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and any rules promulgated thereunder, or similar state law, to the
extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a
person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic
information about the Company, or (ii) the communication of material nonpublic information about
the Company in connection with any transaction on or through the facilities of a national
securities exchange or from or through a broker or dealer, other than as part of a securities
offering by the Company;



               (e) with respect to any transaction from which the Indemnitee derived an improper personal
benefit to which he or she is not legally entitled;



               (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a
final judgment to have been illegal or improper;



               (g) to the extent that the Indemnitee acted or failed to act (i) not in good faith, or (ii)
not in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her
conduct was unlawful; or



               (h) if a final nonappealable decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.



          6. Partial and Mandatory Indemnity. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company of some or a portion of the Expenses, judgments,
fines, penalties and amounts paid in settlement of an Action but not for the total amount, the
Company shall indemnify Indemnitee for the portion to which Indemnitee is entitled. To the extent
that Indemnitee has been successful on the merits or otherwise (including dismissal with or without
prejudice) in defense of any Indemnifiable Action or Indemnifiable Derivative Action, or in defense
of any claim, issue or matter therein, he or she shall be indemnified against Expenses actually and
reasonably incurred by him in connection therewith, except as stated in Paragraph 5(a) or 5(b).




          7. Notification of Indemnifiable Action or Indemnifiable Derivative Action.
Indemnitee shall promptly notify the Company of any Indemnifiable Action or Indemnifiable
Derivative Action promptly after receipt by Indemnitee of notice of the commencement of such
Indemnifiable Action or Derivative Action. With respect thereto:




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               (a) The Company will be entitled to participate therein at its own expense;



               (b) Except as otherwise provided below, the Company jointly with any other indemnifying party
may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee to be chosen or
approved by the Company. After notice from the Company to Indemnitee of its election to so assume
the defense thereof, the Company will not be liable to Indemnitee for any legal or other expenses
subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable
costs of investigation or participation in any Action or Derivative Action (including travel
expenses) or as otherwise provided below. Indemnitee shall have the right to employ independent
counsel in such Action or Derivative Action; however, the fees and expenses of such counsel
incurred after notice from the Company of its assumption of the defense thereof shall be at the
expense of Indemnitee unless:



                    (i) the employment of independent counsel by Indemnitee has been
authorized by the Company;



                    (ii) counsel employed by the Company to represent the Indemnitee
shall have reasonably concluded that there may be a conflict of interest
in the conduct of the defense of such action that prevents such counsel
from representing Indemnitee; or



                    (iii) the Company shall not in fact have employed counsel to assume
the defense of such Action or Derivative Action on behalf of Indemnitee.


The fees and expenses of independent counsel of Indemnitee in subparagraphs 7(b)(i), (ii) and (iii)
shall be borne by the Company; and




               (c) If the Company has assumed the defense of the Indemnitee pursuant to subparagraph (b)
above, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amount
paid in settlement of any Action or Derivative Action effected without its written consent, the
Company shall not settle any Action or Derivative Action in any manner which would impose any
penalty or limitation on Indemnitee without Indemnitee’s written consent, and neither the Company
nor Indenmitee will unreasonably withhold their consent to any proposed settlement.



          8. Establishment of Trust. In the event of a Potential Change in Control, the Company
shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee and, from
time to time upon written request of Indemnitee, shall fund such trust in an amount sufficient to
satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred
in connection with investigating, preparing for and defending any Indemnifiable Action or
Indemnifiable Derivative Action, and any and all judgments, fines, penalties and settlement amounts
of any and all Indemnifiable Actions or Indemnifiable Derivative Action from time to time actually
paid or claimed, reasonably anticipated or proposed to be paid. The amount or




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amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be
determined by the Reviewing Party. The terms of the trust shall provide that upon a Change in
Control (i) the trust shall not be revoked or the principal thereof invaded without the written
consent of the Indemnitee, (ii) the trustee shall advance, within ten (10) business days of a
written request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee
hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be
required to reimburse the Company under Section 9(b) of this Agreement), (iii) the trust shall
continue to be funded by the Company in accordance with the funding obligation set forth above,
(iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be
entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds
in such trust shall revert to the Company upon a final determination by the Reviewing Party or a
court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified
under the terms of this Agreement. Trustee shall be chosen by the Board of Directors. Nothing in
this Section 8 shall relieve the Company of any of its obligations under this Agreement. All
income earned on the assets held in the Trust shall be reported as income by the Company for
federal, state, local and foreign tax purposes. The Company shall pay all costs of establishing
and maintaining the Trust, and shall indemnify the Trustee against any and all expenses (including
attorneys’ fees), claims, liabilities, loss and damages arising out of or relating to this
Agreement or the establishment and maintenance of the Trust.




          9. Advance of Expenses; Failure to Pay Claim.




               (a) Written Request. If so requested by Indemnitee in writing, unless the Reviewing
Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification
under applicable law, the Company shall (subject to the Expense Advance Rules hereinafter
described) advance to Indemnitee (an “Expense Advance”) any and all Expenses incurred in connection
with the investigation and preparation of the Indemnitee’s participation in any Indemnifiable
Action or Indemnifiable Derivative Action, whether as a witness or a party, pursuant to this
Agreement within twenty (20) business days of receipt of such written request together with the
reimbursement commitment referred to in subparagraph (b) below. Regardless of any action by the
Reviewing Party, if the Company does not honor Indemnitee’s request for an Expense Advance,
Indemnitee may bring an action to enforce the right to an Expense Advance in accordance with the
provisions of Section 9(f), and the Company shall have the burden of proof in such action to
demonstrate that the Expense Advance is not payable. Any determination by the Reviewing Party not
challenged by the Indemnitee shall be binding on the Company and the Indemnitee.



               (b) Reimbursement by Indemnitee. The obligation of the Company to make an Expense
Advance shall be subject to the condition that, if it is ultimately determined (by final judicial
determination from which there is no further right to appeal) that there are matters to which
Indemnitee is not entitled to indemnity under this Agreement, the Company shall be entitled to be
reimbursed by Indemnitee for all such amounts. Prior to obtaining the initial Expense Advance,
Indemnitee must confirm



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such reimbursement obligation by delivery to Company of a signed undertaking in the form of
Exhibit A or in such other form as Company may reasonably accept.




               (c) Expense Advance Rules. Expenses in all cases must be reasonable and comply with
existing or future billing procedures of the Company so that the Company can reasonably monitor and
audit such Expenses. With respect to attorneys’ fees, the Company will give reasonable
consideration to requests for specific counsel and to requests for the grouping of individuals for
joint defense purposes. Any attorney representing more than one individual may be requested to
render separate statements to each individual or otherwise allocate billings by individual.



               (d) Failure to Pay Claim. Regardless of any action by the Reviewing Party, if loss
has been incurred and a claim for indemnification under this Agreement is not paid by the Company
within twenty (20) business days after a written claim has been received by the Company, Indemnitee
may at any time thereafter bring suit against the Company to recover any unpaid amount of the
claim.



               (e) Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be any
appropriate person or body consisting of a member or members of the Board or any other person or
body appointed by the Board who is not a party to the Proceeding at issue; after a Change in
Control, the Reviewing Party shall be the Independent Counsel referred to below. With respect to
all matters arising after a Change in Control concerning the rights of Indemnitee to indemnity
payments and Expense Advances under this Agreement or any other agreement or under applicable law
or the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to
indemnification for Identifiable Events, the Company shall seek advice only from Independent
Counsel selected by the Company and approved by Indemnitee (which approval shall not be
unreasonably withheld, conditioned or delayed), and who has not otherwise performed services for
the Company or the Indemnitee (other than in connection with indemnification matters) within the
last five years. The Independent Counsel shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under
this Agreement. Such counsel, among other things, shall render its written opinion to the Company
and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be
indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent
Counsel and to indemnify fully such counsel against any and all expenses (including without
limitation attorneys’ fees), claims, liabilities, loss and damages arising out of or relating to
this Agreement or the engagement of Independent Counsel pursuant hereto.



               (f) Jurisdiction. Each of the Company and Indemnitee agrees that the Delaware Court
of Chancery shall have exclusive jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this Agreement, applicable law, the Company’s Certificate
of Incorporation or Bylaws or otherwise. Each of the Company and Indemnitee hereby irrevocably
consents to jurisdiction of such court.



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          10. Burden of Proof. In connection with any determination as to whether Indemnitee is
entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled. It shall be a defense to any action brought by Indemnitee against
the Company to enforce this Agreement for Expenses incurred in defending an Action in advance of
its final disposition that it is not permissible under applicable law or under this Agreement for
the Company to indemnify Indemnitee for the amount claimed. Neither the failure of the Reviewing
Party or the Company (including its Board, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action by Indemnitee that indemnification of
the Indemnitee is proper under the circumstances because he or she has met the standard of conduct
set forth in applicable law, nor an actual determination by the Reviewing Party or Company
(including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not
met such applicable standard of conduct, shall be a defense to the action or create a presumption
that the Indemnitee has not met the applicable standard of conduct.




          11. No Presumption. For purposes of this Agreement, the termination of any action,
suit or proceeding by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or have any particular
belief or that a court has determined that indemnification is not payable under this
Indemnification Agreement or permitted by applicable law.




          12. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition
to any other rights Indemnitee may have under the Company’s Certificate of Incorporation or Bylaws,
or the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware
General Corporation Law (whether by statute or judicial decision) permits greater indemnification
by agreement than would be afforded currently under the Company’s Certificate of Incorporation or
Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change.




          13. Liability Insurance. To the extent the Company maintains an insurance policy or
policies providing Directors’ and Officers’ liability insurance, Indemnitee shall be covered by
such policy or policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any Company Director, Officer or Indemnitee. If Indemnitee incurs any
Expenses in tendering the defense of the Action to the insurance company providing the Directors
and Officers insurance, such Expenses shall be considered indemnifiable Expenses.




          14. Period of Limitations. No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs,
executors or personal or legal representatives after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal action within such
two year period; provided,




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however, that if any shorter period of limitations is otherwise applicable to any such cause
of action such shorter period shall govern.




          15. No Right To Continued Employment. Nothing contained in this Indemnification
Agreement is intended to, or shall, create any right to continued employment by the Company.




          16. Amendments and Waiver. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto; provided,
however, that if any provision of this Agreement is challenged as being unlawful, the parties agree
that the court in which such challenge is litigated may modify such provision so that it is
enforceable to the maximum extent permitted by law and may enforce the Agreement as so modified.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.




          17. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Company effectively to bring suit
to enforce such rights.




          18. Binding Effect, Etc. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective successors, heirs, and
assigns.




          19. Termination by Company. This Agreement shall continue in full force and effect,
regardless of whether Indemnitee continues to serve as an officer or director of the Company or any
other enterprise at the Company’s request, unless terminated pursuant to this Paragraph. By giving
written notice to Indemnitee at his or her address according to Company records, the Company, prior
to a Potential Change of Control or Change of Control, may terminate its obligations under this
Indemnification Agreement as to any act or omission of Indemnitee after such written notice is
given. Notice is deemed given when actually received or two days after being sent by registered or
certified mail, whichever is earlier.




          20. Severability. The provisions of this Agreement shall be severable and, in the
event that any of the provisions hereof (including any provision within a single section, paragraph
or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by
law, including the provisions that have been modified by a court pursuant to Paragraph 16 hereof.




          21. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with, the laws of the State of Delaware applicable to contracts made and to be performed
in such state without giving effect to the principles of conflicts of laws.




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          22. Prior Agreements. This Agreement supersedes all prior Indemnification Agreements
between the Company and Indemnitee. This Agreement shall be deemed to have been in effect during
all periods that Indemnitee was an officer or director of the Company or any predecessor entity,
regardless of the date of this Agreement.




	 	 	 	 	 
	 	 	INSIGHT ENTERPRISES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	INDEMNITEE
	 
	 	 	 	 
	 	 	 
	 	 	[name]







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