exv10w25



 






Exhibit 10.25




	 	 	 	 	 
	DATED

	 	1 MARCH 2005
	 	 
	 	 	 







 

 



DEED OF VARIATION TO EXECUTIVE SERVICE AGREEMENT





 

 




 









 








THIS DEED is made the 1st day of March 2005




BETWEEN:





	(1)  	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
	 
	(2)  	STUART FENTON of 9 St Nicholas Crescent Pyrford Surrey GU22 8TD (“Executive”).






Company and Executive are parties to that certain Executive Service Agreement between
Company and Executive made the 12th day of September 2002 (the “Original Agreement”).



THE PARTIES AGREE as follows:





	1.  	DEFINITIONS
	 
	   	In this agreement capitalized terms shall have the meanings given them in the Original
Agreement unless the context otherwise requires.
	 
	2.  	COMMENCMENT
	 
	   	The amendments to the Original Agreement set out in this Deed shall be deemed to take
effect from 1st July 2004.
	 
	3.  	AMENDMENT
	 
	   	Clause 6.3 of the Original Agreement shall be deleted in its entirety and replaced by the
following wording:
	 
	   	The Executive may, at the discretion of the Company, receive a bonus from time to time.
Any bonus will be paid in accordance with and subject to the bonus provisions determined
from time to time by and at the absolute discretion of the President IEI or the Chief
Executive Officer of Insight Enterprises, Inc. (“IEI”). Up to 30 June 2004, the Executive
shall be paid a bonus equal to two percent (2%) of the quarterly profit after tax (“Net
Earnings”) of the Insight UK operating segment (as that term is used by IEI in its filings
with the United States Securities and Exchange Commission) as calculated in accordance with
IEI’s accounting policies. From and after 1 July 2004, the Executive shall be paid a bonus
equal to two percent (2%) of the quarterly Net Earnings of the Insight UK operating
segment, as calculated in accordance with IEI’s accounting policies with such amount
increased or decreased, as applicable, for any adjustments pertaining to




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	   	the Insight UK operating segment which are reflected in the tabular reconciliation of
financial measures prepared in accordance with United States generally accepted accounting
principles (“GAAP”) to non-GAAP financial measures in the quarterly press releases of the
results of operations of IEI. The accounting policies used in calculating Net Earnings
shall be consistent with the accounting policies applied to the direct marketing
subsidiaries of IEI. This bonus shall be subject to and conditional upon the quarterly Net
Earnings of the Insight UK operating segment being equal to or greater than at least 80% of
the trailing four (4) quarters’ average (from and after 1 July 2004, for the purpose of
this bonus calculation, historical periods shall be adjusted in the same manner as current
periods). This bonus shall be calculated by the Company and paid quarterly in arrears.
The President IEI or the Chief Executive Officer of IEI may vary any bonus scheme, at his
or their sole discretion, on 30 days notice.
	 
	4.  	NO OTHER AMENDMENTS
	 
	   	All other terms and conditions of the Original Agreement shall remain in full force and
effect without amendment.





EXECUTED AS A DEED BY THE PARTIES SIGNING BELOW




	 	 	 	 	 	 	 
	SIGNED as a DEED for and on behalf of

	 	 	)	 	 	 
	INSIGHT DIRECT (UK) LIMITED

	 	 	)	 	 	 
	/s/
Stanley Laybourne
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Director
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Director / Secretary
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED and DELIVERED as a DEED

	 	 	)	 	 	 
	by STUART FENTON

	 	 	)	 	 	/s/ Stuart Fenton
	in the presence of:

	 	 	)	 	 	 






Witness

Signature:



Witness

Name:



Witness

Address:



Witness

Occupation:




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