exv10w30



 




Exhibit
10.30


Stanley Laybourne Retirement/Termination Program:

Summary of Key Terms




	 	 	 
	Agreement Effective Date:

	 	May 1, 2007 (the “Agreement Date”)
	 
	 	 
	Retirement Effective Date:

	 	120 Days from the Agreement Date or at such
time as the Company has hired and
transitioned a new Chief Financial Officer,
whichever is sooner, unless Company
requests, and Retiree consents, that
Retiree remain beyond 120 days (the
“Retirement Date”). Retiree shall resign
his Board position and shall retire from
any other positions held within the Company
or its affiliates on the Retirement Date.
	 
	 	 
	Retirement Announcement Date:

	 	May 2, 2007
	 
	 	 
	Duties:

	 	Between the Agreement Date and the
Retirement Date, Stanley Laybourne
(“Retiree”) will continue with his current
duties and responsibilities as Chief
Financial Officer (“CFO”), Treasurer and
Secretary of Insight Enterprises, Inc.
(“Insight”) as they existed prior to the
Agreement Date in accordance with the terms
of Retiree’s Employment Agreement,
effective as of November 1, 2003 (the
“Employment Agreement”). Retiree will
assist, as requested, in Insight’s search
for a new CFO and will participate and
assist in the transition of his duties to
the incoming CFO.
	 
	 	 
	Continued Compensation:

	 	Retiree will be paid his base salary until
his Retirement Announcement Date and for 90
days following the Retirement Announcement
Date, or for some greater period of time if
the Company requests (and Retiree consents)
that Retiree remain longer than 90 days
beyond the Retirement Announcement Date, at
the same rate of pay as in effect
immediately prior to the Retirement
Announcement Date.
	 
	 	 
	2007 Incentive Compensation:

	 	Retiree will receive a bonus for FY2007, calculated based on the
incentive formula used for the most senior executives of Insight, whose incentive is based on
Company-wide performance, and prorated to account for the actual period of time that Retiree
remains employed at the Company (i.e. the Retirement Date).






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	Lump Sum Base Compensation:

	 	Retiree will be paid $750,000, less amounts
equal to 90 days base compensation, on the
Retirement Date.
	 
	 	 
	Incentive Compensation:

	 	Retiree will be paid 2x the annual bonus that
was awarded in FY2006 pursuant to the 2006
executive compensation plan unless Insight
requests (and Retiree agrees) to extend his
employment through December 2007, in which
case the calculation referred to in this
paragraph will be based on FY2006 or FY2007,
whichever is greater.
	 
	 	 
	Vested Options:

	 	Retiree will be permitted to exercise all
vested, unexercised options, through the
Retirement Date subject to repricing, if any,
in accordance with Insight’s restated 10-Ks.
Currently, Retiree’s records reflect that he
has 533,917 vested, unexercised options with
an additional 26,667 to vest on May 6, 2007.
Retiree will be permitted to exercise all
vested, unexercised options within 90 days
following the Retirement Date, except that the
90 day period shall be reasonably extended to
prevent Retiree from forfeiting any options
that Retiree could not exercise on the
expiration of the 90 day period due to any
blackout restrictions.
	 
	 	 
	Releases:

	 	The parties agree to execute mutual general
releases. As consideration for the general
release provided by the Company (which shall
include claims known and unknown, including
all claims arising from or relating to the
granting, pricing or accounting for stock
options provided by the Company during the
time Retiree was employed), Retiree will:












	 	1.	 	Execute
a general release relating to any claims, known or
unknown, that Retiree has against Insight,
including, but not limited to, claims under the
Employment Agreement or for any taxes Retiree might
incur with respect to the repricing of any options
previously awarded to him; notwithstanding the
foregoing, Retiree shall not release any claims he
has for indemnification or in connection with any
retirement, 401(k) or savings plans, or to any life
and health insurance plans. Retiree agrees to
execute a standard form of undertaking, which shall
be provided to Insight by Retiree, and which is
mutually acceptable to Retiree and Insight.










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	 	2.	 	Surrender all unvested options and unvested
restricted stock as of the Retirement Date.
















	 	3.	 	Cooperate fully with the Company in any and all
future proceedings or inquiries consistent with the
terms of the cooperation provision set forth in
footnote 1.1
















	 	4.	 	Agree
to be bound by all of the covenants set forth in
Retiree’s employment agreement.










	 	 	 
	Restricted Stock:


	 	Retiree will receive
all vested that have
been awarded to him
as of the Retirement
Date.

	 
	
DAC Sale Proceeds:

	 	
On the Retirement
Date, or on the date
on which any others
are paid out,
whichever date is
earlier, Retiree will
be paid all owed
holdback proceeds in
connection with the
DAC sale.








 




			
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1. Cooperation in Proceedings. The Company and Executive
agree that they shall fully cooperate with respect to any claim, litigation or
judicial, arbitral or investigative proceeding initiated by any private party
or by any regulator, governmental entity, or self-regulatory organization, that
relates to or arises from any matter with which Executive was involved during
his employment with the Company, or that concerns any matter of which Executive
has information or knowledge (collectively, a “Proceeding”).
Executive’s duty of cooperation includes, but is not limited to: (i) meeting
with the Company’s attorneys by telephone or in person at mutually convenient
times and places in order to state truthfully Executive’s recollection of
events; (ii) appearing at the Company’s request, upon reasonable notice, as a
witness at depositions or trials, without the necessity of a subpoena, in order
to state truthfully Executive’s knowledge of matters at issue; and (iii)
signing at the Company’s reasonable request declarations or affidavits that
truthfully state matters of which Executive has knowledge. The Company’s
duty of cooperation includes, but is not limited to providing Executive and his
counsel access to documents, information, witnesses and the Company’s
legal counsel as is reasonably necessary to litigate on behalf of Executive in
any Proceeding. In addition, Executive agrees to notify the Company’s Chief
Legal Officer promptly of any requests for information or testimony that he
receives in connection with any litigation or investigation relating to the
Company’s business, and the Company agrees to notify Executive promptly of any
requests for information or testimony that it receives relating to Executive.
Notwithstanding any other provision of this Agreement, this Agreement shall not
be construed or applied so as to require any Party to violate any
confidentiality agreement or understanding with any third party, nor shall it
be construed or applied so as to compel any Party to take any action, or omit
to take any action, requested or directed by any regulatory or law enforcement
authority.




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	Accrued Vacation Time:

	 	Retiree will be
compensated in total
for his accrued
vacation time (150.38
hours + 8.333 hours
per bi-monthly pay
period after 4/15/07
(141.667 hours) =
292.047 total accrued
hours less any
vacation time taken
up to the Retirement
Date (value
calculated based on
formula used by
Insight in usual
course of business).
	 
	 	 
	Benefit Plans:

	 	Retiree will continue
to participate in any
retirement, 401(k) or
savings plans, life
insurance plan and
health insurance plan
in which he currently
participates up to
and including the
Retirement Date.
Retiree will be able
to exercise any
existing contractual
rights under
Insight’s benefit
plans, including
Insight’s life
insurance plan, such
rights to include,
without limitation,
Retiree’s right to
continue coverage
currently provided by
such plans, in
accordance with each
plans’ terms.
Retiree will be
permitted to obtain
COBRA coverage, at
Retiree’s expense, in
accordance with law
and with the
provisions of any
insurance plan
maintained by Insight
for employees.
	 
	 	 
	Death/Disability:

	 	In the event of death
or disability of
Retiree during the
120 day period, or
any period mutually
agreed upon,
Retiree’s heirs,
executors,
administrators, and
legal representatives
shall have the right
to enforce this
agreement in
accordance with its
terms.
	 
	 	 
	Press Release/Public Filings:

	 	Retiree will be
provided with copies
of any Insight press
release regarding his
retirement up through
the time of his
retirement. Any
press release
regarding Retiree’s
retirement shall be
issued after the
Agreement Date and
shall thank Retiree
for his service and
contributions to
Insight.
	 
	 	 
	Final Documents

	 	The parties agree to
work diligently, and
cooperatively, to
prepare final
documents that
effectuate the terms
of this
Retirement/Termination
agreement. The
parties further agree
that the terms and
conditions set forth
in this memorandum
constitute a binding
agreement and this
agreement shall be
fully enforceable by
its terms in the
event final documents
are not executed for
any reason.






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	Approved and Agreed to on the date reflected below:	 	 
	 
	 	 	 	 
	/s/ Stanley Laybourne

	 	5/1/07
	 	 
	Stanley Laybourne

	 	Date	 	 
	 
	 	 	 	 
	/s/ Richard A. Fennessy

	 	5/1/07
	 	 
	Rich Fennessy

	 	Date	 	 
	CEO Insight
	 	 	 	 







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