EX-10.4






Exhibit 10.4




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This amended and restated Employment Agreement (the “Agreement”), entered into as of
January 1, 2009, is between Insight Enterprises, Inc., a Delaware corporation (the “Company”), and
Steven R. Andrews (the “Executive”).



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



RECITALS




A. Executive is employed by Company pursuant to an Employment Agreement dated as of September
12, 2007 (the “Existing Employment Agreement”).



B. Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), potentially
applies to certain payments provided pursuant to the Existing Employment Agreement. The Existing
Employment Agreement has been and shall continue to be administered in good faith compliance with
the requirements of Section 409A of the Code from the effective date of the Existing Employment
Agreement through December 31, 2008.



C. Company and Executive have decided to replace the Existing Employment Agreement with this
amended and restated Agreement, effective as of January 1, 2009, in order to satisfy the
documentation requirements of Section 409A of the Code and to comply with the final regulations
issued pursuant to Section 409A.



D. In this amended and restated Agreement, Company proposes and Executive agrees to certain
changes that are intended to promote uniformity in the employment agreements entered into between
Company and certain other executives and to clarify certain other provisions. Substantive changes
also have been made in order to promote retention, positive morale and certainty among Company’s
senior executives, including Executive. These changes also are intended to provide incentives that
are in line with similar agreements provided to executives working in Company’s industry.



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



1. TERMS OF AGREEMENT.



(a) Initial Term. Executive shall be employed by Company for the duties set forth in
Section 2 for a one-year term commencing as of January 1, 2009 and ending on December 31, 2009 (the
“Initial Term”), unless sooner terminated in accordance with the provisions of this Agreement.



(b) Renewal Term; Employment Period Defined. This Agreement is intended to provide
for a constantly renewing (or “evergreen”) one-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 one-year term from that day forward (a “Renewal
Term”). 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.”



2. POSITION AND DUTIES.



(a) Job Duties. Company employs, engages and hires Executive as its General Counsel
and Secretary, and Executive accepts and agrees to such employment, engagement and hiring.
Executive’s duties and authority during the Employment Period shall be such executive and
managerial duties as the Chief Executive Officer of Company, or the Chief Executive Officer’s
designee, shall reasonably determine. Executive will devote full time on behalf of Company, or
such lesser amount of time as the Chief Executive Officer, or the Chief Executive Officer’s
designee, may determine, reasonable absences because of illness, personal and family exigencies
excepted.



(b) Best Efforts. Executive agrees that at all times during the Employment Period
Executive will faithfully, and to the best of Executive’s ability, experience and talents, perform
the duties that may be required of and from Executive and fulfill Executive’s responsibilities
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 Board of Directors of Company. Additionally, Executive shall disclose to Company and the
Board of Directors of Company any interest in a company that is engaged in a Competing Business as
defined in Section 11, unless such interest constitutes less than one percent (1%) of the issued
and outstanding equity of such company.



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



3. COMPENSATION.



(a) Base Salary. Company shall pay Executive a “Base Salary” in consideration for
Executive’s services to Company, payable as nearly as possible in equal semi-monthly installments
or in such other installments as are customary from time to time for Company’s executives at the
rate of $285,000 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.



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



(d) 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.



4. BUSINESS EXPENSES.



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



5. DEATH OR DISABILITY.



(a) Compensation. If Executive’s employment is terminated as a result of Executive’s
death, or if Executive becomes Disabled, Executive, or Executive’s estate, as the case may be,
shall be entitled to receive 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:



(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.



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 the effective date of Executive’s Disability,
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. In
no event will the payments due pursuant to paragraphs (1), (2) or (3) be made later than March 15
of the year following the year in which Executive dies or the effective date of Executive’s
Disability occurs.



(b) Disability. The term “Disability” or “Disabled” means that Executive with or
without any accommodation required by law, is, by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a
period of not less than three (3) months under an accident and health plan covering employees of
Company. The effective date of Executive’s Disability is the last day of the third month for which
Executive receives the income replacement benefits.



(c) Termination of Employment. Unless otherwise prohibited by law, Executive’s
employment shall terminate on the first business day following the effective date of Executive’s
Disability. Executive’s employment also shall terminate on the date of Executive’s death.



6. TERMINATION BY COMPANY.



(a) Termination for Cause. Company may terminate this Agreement and Executive’s
employment 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 plans in which Executive
participates and any accrued compensation, accrued and unused vacation pay and similar items. For
purposes of this Agreement, the term “Cause” shall mean the termination of Executive’s employment
by Company for one or more of the following reasons:



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



(2) the conviction of, or the entering of a guilty plea or plea of no contest with respect to,
a felony or misdemeanor which involves moral turpitude or a fraudulent act;



(3) repeated willful and significant neglect of duties;



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



(5) repeated material violation of any material written policy with respect to Company’s
business or operations;



(6) repeated significant deficiencies with respect to performance objectives assigned by the
Chief Executive Officer of Company; or



(7) Executive’s material breach of this Agreement (after notice and an opportunity to cure).



If Executive is terminated for Cause, Company shall be obligated to pay Executive only the Base
Salary (from Section 3(a)) and benefits (from Section 3(c)) due to Executive through 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.
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 receive a single lump sum cash payment in an amount equal to one hundred
percent (100%) of 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 6(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 receive a single lump sum cash payment in an amount equal to the sum of the
following:



(1) An amount equal to one hundred percent (100%) of the annual compensation paid to Executive
in the preceding year 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 preceding year 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 this Section 6(d) will be made at the time described in the applicable
Incentive Compensation Plan, but in no event later than March 15 of the year following the year in
which Executive’s termination without Cause occurs. Executive shall have no duty to mitigate
damages in order to receive the compensation described by this Section 6(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, and such employment termination qualifies as a Separation from Service, Executive
shall be entitled to continue to receive life, disability, accident and group health and dental
insurance benefits, at substantially the levels Executive was receiving immediately prior to
Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end
of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day
on which Executive becomes eligible to receive any substantially similar benefits under any plan or
program of any other employer or source without being required to pay any premium with respect
thereto. Company will satisfy the obligation to provide the health and dental insurance benefits
pursuant to this Section 6(e) by either paying for or reimbursing Executive for the actual cost of
COBRA coverage (and Executive shall cooperate with Company in all respects in securing and
maintaining such benefits, including exercising all appropriate COBRA elections and complying with
all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company
will reimburse Executive for the cost of comparable coverage for all other insurance benefits that
are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure
such benefits and Company will promptly reimburse Executive for the premiums for such benefits in
the specified amount upon Executive’s submission of an invoice or other acceptable proof of
payment. 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 6 and as provided in
this Section 6(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 of, or maintained by or for, Company, which benefits will be
governed by the terms of those respective plans. Executive shall have no duty to mitigate damages
in order to receive the compensation described by this Section 6(f), and the compensation shall not
be reduced or offset by other income, payments or profits received by Executive from any source.



7. 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 7(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 6.



(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 6.



8. CHANGE IN CONTROL OF COMPANY.



(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 8(c))
occurs, Executive shall be entitled to the lump-sum severance benefit provided in Section 8(b) if,
prior to the expiration of twelve (12) months after the Change in Control, (1) Executive terminates
his employment with Company for Good Reason in accordance with the requirements of Section 7(b), or
(2) Company terminates Executive’s employment without Cause pursuant to Section 6(b). The full
severance benefits provided by this Section 8 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 8(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 8(b)(2) will be made within sixty (60) days following the
date of termination of Executive’s employment.



(3) If Executive’s employment termination constitutes a Separation from Service, Executive
shall be entitled to continue to receive life, disability, accident and group health and dental
insurance benefits, at substantially the levels Executive was receiving immediately prior to
Executive’s Separation from Service, for a period of time expiring upon the earlier of: (1) the end
of the period of twenty-four (24) months following Executive’s Separation from Service, or (2) the
day on which Executive becomes eligible to receive any substantially similar benefits under any
plan or program of any other employer or source without being required to pay any premium with
respect thereto. Company will satisfy the obligation to provide the health and dental insurance
benefits pursuant to this Section 8(b)(3) by either paying for or reimbursing Executive for the
actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in
securing and maintaining such benefits, including exercising all appropriate COBRA elections and
complying with all terms and conditions of such coverage in a manner to minimize the cost).
Following the expiration of the COBRA continuation period, Company will reimburse Executive for the
cost of comparable health and dental insurance benefits. Similarly, Company will reimburse
Executive for the cost of comparable coverage for all other insurance benefits that are not subject
to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits
and Company will promptly reimburse Executive for the premiums for such benefits in the specified
amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s
obligation under this Section 8(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 8(b); provided, however, that Company’s obligation to provide continued life,
disability, accident and group health and dental insurance benefits 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. If Executive is entitled to receive the payments called for by
this Section 8(b), Executive shall not be entitled to receive the compensation provided under
Section 6 or 7.



(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 Company 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 1934 Act), excluding affiliates
of Company 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 Company representing thirty
percent (30%) or more of the combined voting power of Company’s then outstanding securities;



(2) any merger, consolidation or liquidation of Company in which Company 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 Company 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;



(3) the shareholders of Company approve any plan or proposal for the liquidation or
dissolution of Company; or



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



(d) Cap on Payments.



(1) General Rules. The Code imposes significant tax consequences on Executive and
Company if the total payments made to Executive due, or deemed due, to a “change in control” (as
such term is defined in Section 280G(b)(2)(A)(i) of the Code and the regulations adopted
thereunder) exceed prescribed limits. For example, if Executive’s “Base Period Income” is $100,000
and Executive’s “Total Payments” exceed 299% of such Base Period Income (the “Cap”), Executive will
be subject to an excise tax under Section 4999 of the Code of 20% of all amounts paid to him in
excess of $100,000. In other words, if Executive’s Cap is $299,999, he will not be subject to an
excise tax if he receives exactly $299,999. If Executive receives $300,000, he will be subject to
an excise tax of $40,000 (20% of $200,000).



(2) Reduction of Payments. Subject to the exception described in Section 8(d)(3), in
order to avoid the excise tax imposed by Section 4999 of the Code, one or more of the payments or
benefits to which Executive is entitled that is not subject to Section 409A of the Code shall be
reduced until the Total Payments equal the Cap. For purposes of this limitation:



(1) No portion of the Total Payments shall be taken into account which, in the opinion of the
Consultant retained pursuant to Section 8(d)(4), does not constitute a “parachute payment” within
the meaning of Section 280G(b)(2) of the Code;



(2) A payment shall be reduced only to the extent necessary so that the Total Payments
constitute reasonable compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion
of the Consultant; and



(3) The value of any non-cash benefit or any deferred payment of benefit included in the Total
Payments shall be determined in accordance with Section 280G of the Code and the regulations issued
thereunder.



If after the reductions called for by the preceding provisions of this Section 8(d)(3), the Total
Payments continue to exceed the Cap, the payments or benefits to which Executive is entitled and
which are subject to Section 409A shall be reduced proportionally until the Total Payments equal
the Cap.



(3) Exception. The payment limitation called for by Section 8(d)(2) shall not apply if
Executive’s “Uncapped Benefit” exceeds Executive’s “Capped Benefit” by more than 25%. The
Consultant selected pursuant to Section 8(d)(4) will calculate Executive’s Uncapped Benefit and
Executive’s Capped Benefit. For this purpose, the “Uncapped Benefit” is equal to the Total
Payments to which Executive is entitled prior to the application of Section 8(d)(2). Executive’s
“Capped Benefit” is the amount to which Executive will be entitled after application of the
limitations of Section 8(d)(2).



(4) Consultant. Company will retain a “Consultant” to advise Company with respect to
the applicability of any Section 4999 excise tax with respect to Executive’s Total Payments. The
Consultant shall be a law firm, a certified public accounting firm, and/or a firm nationally
recognized as providing executive compensation consulting services. All determinations concerning
Executive’s Capped Benefit and Executive’s Uncapped Benefit (as well as any assumptions to be used
in making such determinations) shall be made by the Consultant selected pursuant to this Section
8(d)(4). The Consultant shall provide Executive and Company with a written explanation of its
conclusions. All fees and expenses of the Consultant shall be borne by Company. The Consultant’s
determination shall be binding on Executive and Company.



(5) Special Definitions. For purposes of this Section 8(d), the following specialized
terms will have the following meanings:



(i) “Base Period Income.” “Base Period Income” is an amount equal to Executive’s
“annualized includable compensation” for the “base period” as defined in Sections 280G(d)(1) and
(2) of the Code and the regulations adopted thereunder. Generally, Executive’s “annualized
includable compensation” is the average of his annual taxable income from Company for the “base
period,” which is the five (5) calendar years prior to the year in which the change in control
occurs.



(ii) “Cap” or “280G Cap.” “Cap” or “280G Cap” shall mean an amount equal to 2.99
times Executive’s Base Period Income. This is the maximum amount which Executive may receive
without becoming subject to the excise tax imposed by Section 4999 of the Code or which Company may
pay without loss of deduction under Section 280G of the Code.



(iii) “Total Payments.” The “Total Payments” include any “payments in the nature of
compensation” (as defined in Section 280G of the Code and the regulations adopted thereunder), made
pursuant to this Agreement or otherwise, to or for Executive’s benefit, the receipt of which is
contingent or deemed contingent on a change in control and to which Section 280G of the Code
applies.



(e) Effect of Repeal. In the event that the provisions of Sections 280G and 4999 of
the Code are repealed without succession, Section 8(d) shall be of no further force or effect.



(f) Employment by Successor. For purposes of this Agreement, employment by a
successor of Company or a successor of any subsidiary of Company that has assumed this Agreement
shall be considered to be employment by Company 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 8 unless Executive’s employment with the
successor is subsequently terminated without Cause or for Good Reason within twelve (12) months
following the Change in Control.



9. SECTION 409A COMPLIANCE.



(a) Compliance Strategy. Section 409A of the Code imposes an additional twenty
percent (20%) tax, plus interest, on payments from “non-qualified deferred compensation plans.”
Certain payments under this Agreement could be considered to be payments under a “non-qualified
deferred compensation plan.” The additional twenty percent (20%) tax, and interest, does not apply
if the payment qualifies for an exception to the requirements of Section 409A or complies with the
requirements of Section 409A. Company currently believes that the cash payments and benefits due
pursuant to this Agreement either comply with the requirements of Section 409A or qualify for an
exception to the requirements of Section 409A.



Company intends that the payments to which Executive is entitled upon Executive’s death or
Disability under Sections 5(a)(1), (2) and (3) qualify for the short-term deferral exception to
Section 409A of the Code. In addition, Company intends that the payments made due to Executive’s
termination without Cause under Sections 6(c) and (d) and 8(b)(1) and (2), or for Good Reason under
Sections 7(c) and 8(b)(1) and (2), qualify for the short-term deferral exception to Section 409A of
the Code as described in Treas. Reg. § 1.409A-1(b)(4)).



Company further intends that the group health and dental insurance benefits payable under Sections
6(e) and 8(b)(3) during the period of time during which Executive is entitled to continuation
coverage under Section 4980B of the Code (COBRA) if Executive elected such coverage and paid the
applicable premium qualify for the separation pay plan exception to Section 409A of the Code.
Company has concluded that the life, disability and accident insurance benefits payable under
Sections 6(e) and 8(b)(3) and the group health and dental insurance benefits payable after the
conclusion of the COBRA coverage continuation period under Section 8(b)(3) may be subject to the
requirements of Section 409A of the Code. To ensure that such payments comply with Section 409A of
the Code, the payments are payable at a specified time or pursuant to a fixed schedule within the
meaning of Treas. Reg. § 1.409A-3(i)(1)(iv) and the amounts reimbursed in one taxable year will not
affect the amounts eligible for reimbursement by Company in a different taxable year. All
reimbursements must be made no later than December 31 of the calendar year following the calendar
year in which the expense was incurred. Executive may not elect to receive cash or any other
benefit in lieu of the benefits provided by Sections 6(e) and 8(b)(3).



(b) Delay in Payments. Prior to making any payments due under this Agreement, Company
will determine, on the basis of any regulations, rulings or other available guidance and the advice
of counsel, whether the short-term deferral exception, the separation pay exception or any other
exception to the requirements of Section 409A of the Code is available. If Company concludes that
no exception is available, no payments will be made prior to Executive’s Separation from Service,
despite any provision in Section 6, 7 or 8 to the contrary. In addition, if Executive is a
“Specified Employee” (as defined in Treas. Reg. § 1.409A-1(i)), and Company concludes that no
exception to the requirements of Section 409A of the Code is available, no payments shall be made
to Executive prior to the first business day following the date which is six (6) months after
Executive’s Separation from Service. Any amounts that would have been paid during the six (6)
months following Executive’s Separation from Service will be paid on the first business day
following the expiration of the six-month period without interest thereon. The provisions of this
paragraph apply to all amounts due pursuant to this Agreement, other than amounts that do not
constitute a deferral of compensation within the meaning of Treas. Reg. §1.409A-1(b) or other
amounts or benefits that are not subject to the requirements of Section 409A of the Code.



(c) Separation from Service. For purposes of this Agreement, the term “Separation
from Service” means, either (1) termination of Executive’s employment with Company and all
Affiliates, or (2) a permanent reduction in the level of bona fide services Executive provides to
Company and all Affiliates to an amount that is twenty percent (20%) or less of the average level
of bona fide services Executive provided to Company in the immediately preceding thirty-six (36)
months, with the level of bona fide service calculated in accordance with Treas. Reg. §
1.409A-1(h)(1)(ii).



For purposes of determining whether a Separation from Service has occurred, the term “Affiliate”
shall have the meaning assigned in Treas. Reg. § 1.409A-1(h)(3) (which generally requires fifty
percent (50%) common ownership).



Executive’s employment relationship is treated as continuing while Executive is on military leave,
sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six
(6) months, or if longer, so long as Executive’s right to reemployment with Company or an Affiliate
is provided either by statute or contract). If Executive’s period of leave exceeds six (6) months
and Executive’s right to reemployment is not provided either by statute or by contract, the
employment relationship is deemed to terminate on the first day immediately following the
expiration of such six-month period. Whether a termination of employment has occurred will be
determined based on all of the facts and circumstances and in accordance with regulations issued by
the United States Treasury Department pursuant to Section 409A of the Code.



(d) Distributions Treated as Made upon a Designated Event. If Company fails to make
any payment, either intentionally or unintentionally, within the time period specified in this
Agreement, but the payment is made within the same calendar year, such payment will be treated as
made within the time period specified in this Agreement pursuant to Treas. Reg. § 1.409A-3(d). In
addition, if a payment is not made due to a dispute with respect to such payment, the payment may
be delayed in accordance with Treas. Reg. § 1.409A-3(g).



(e) Reimbursements. In order to ensure compliance with the applicable regulations,
the amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement
by Company in a different taxable year. All reimbursements must be made no later than December 31
of the calendar year following the calendar year in which the expense was incurred. Executive may
not elect to receive cash or any other benefit in lieu of the benefits provided by Sections 6(e)
and 8(b)(3).



(f) Miscellaneous Payment Provisions. Under no circumstances may the time or schedule
of any payment made or benefit provided pursuant to this Agreement be accelerated or subject to a
further deferral except as otherwise permitted or required pursuant to regulations and other
guidance issued pursuant to Section 409A of the Code. Executive does not have any right to make
any election regarding the time or form of any payment due under this Agreement. This Agreement
shall be operated in compliance with Section 409A of the Code and each provision of this Agreement
shall be interpreted, to the extent possible, to comply with Section 409A of the Code.



10. 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
its affiliates and are regularly used in the operation of their respective businesses and which may
give Company or an affiliate 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. Executive acknowledges and agrees that all products,
services, methods, know-how, procedures, processes, specifications, and anything of a similar
nature that relate to the services to be provided by Executive to Company, whether the same are
derived from the use of Proprietary Information or otherwise developed or conceived of by
Executive, shall be and shall remain the exclusive property of Company. Executive further agrees
that for a period of one (1) year after the termination of this Agreement for any reason, there
shall be an irrebuttable presumption that all products, services, methods, know-how, procedures,
formulae, processes, specifications, and anything of a similar nature which relate to such services
rendered hereunder developed, formulated, created, or conceived of by Executive were derived from
the use of Proprietary Information or were otherwise developed, formulated, created, or conceived
of by Executive during the Initial Term or any Renewal Term, and, as such, the same shall be and
shall remain the exclusive property of Company. Executive shall promptly disclose to Company all
written and graphic materials, computer software, inventions, discoveries and improvements
authored, prepared, conceived or made by, for or at the direction of Executive during his
employment hereunder and which are related to the business of Company, and shall execute all such
documents and instruments, including but not limited to any assignments and invention disclosure
documents, as Company may reasonably determine are necessary or desirable in order to give effect
to the preceding sentence or to preserve, protect or enforce Company’s rights with respect to any
such work and any intellectual property therein.



(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 10, “Company” shall be interpreted
to include Company and all of its direct and indirect subsidiaries.



11. 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 in the
Restricted Territory, as defined below. For purposes of this Agreement, Executive shall be deemed
to be engaged in a “Competing Business” if, in any capacity, including proprietor, shareholder,
partner, officer, director or employee, Executive engages or participates, directly or indirectly,
in the operation, ownership or management of the activity of any proprietorship, partnership,
company or other business entity which activity is competitive with the then actual business in
which Company and its operating subsidiaries and affiliates are engaged on the date of, or any
business 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 11(a) is intended to limit Executive’s ability
to own equity in a public company constituting less than one percent (1%) of the outstanding equity
of such company, when Executive is not actively engaged in the management thereof.



(b) Non-Solicitation. Executive recognizes that Company’s 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, solicit business in the Restricted Territory for or in connection with
any Competing Business from any individual or entity which obtained products or services from
Company at any time during Executive’s employment with Company. In addition, during the Restricted
Period Executive will not solicit business for or in connection with a Competing Business from any
individual or entity which may have been solicited by Executive on behalf of Company. Further,
during the Restricted Period Executive will not solicit, hire or engage employees of Company who
would have the skills and knowledge necessary to enable or assist efforts by Executive to engage in
a Competing Business. 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 11, the “Restricted Period” shall
include the Employment Period and a period of twelve (12) months (or in the event any reviewing
court finds this period to be over-broad or unenforceable, for a period of nine (9) months; or in
the event any reviewing court finds this period to be over-broad or unenforceable, for a period of
six (6) months) following the termination of Executive’s employment with Company for any reason.



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



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



(e) Remedies; Reasonableness. Executive acknowledges and agrees that a breach by
Executive of the provisions of this Section 11 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 11. 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 11 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.



12. 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.



13. 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.



14. 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.



15. NOTICES.



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



	 	 	 
	If to Company, to:

	 	Insight Enterprises, Inc.

Attn: Chief Executive Officer

1305 West Auto Drive

Tempe, Arizona 85284
	With a copy to:

	 	Insight Enterprises, Inc.

Attn: Legal Department

1305 West Auto Drive

Tempe, Arizona 85284
	If to Executive, to:

	 	Steven R. Andrews






Either party may change the address to which notices are to be sent to it by giving ten (10)
days written notice of such change of address to the other party in the manner above provided for
giving notice.



Notices will be considered delivered on personal delivery or on the date of deposit in the
United States mail in the manner provided for giving notice by mail.




	16.	 	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.



17. 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.



18. ARBITRATION.



The parties agree that any controversy, dispute or claim arising out of or relating to the
Agreement or breach thereof, including without limitation Executive’s employment with or separation
of employment from Company, and all claims, to the extent allowable by law, that Company or any of
its representatives engaged in conduct prohibited on any basis under any federal, state, or local
statute, including federal or state discrimination statutes or public policy, shall be resolved by
final, binding and conclusive arbitration with a sole arbitrator to be mutually agreed upon in
Maricopa County, Arizona. The parties shall bear equally the cost of the arbitrator. The
arbitration shall occur within thirty (30) days of selection of the arbitrator and shall be
administered by the American Arbitration Association under its National Rules for the Resolution of
Employment Disputes and judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.



Any arbitration award may, in the discretion of the arbitrator, include reasonable attorneys’
fees and costs of the prevailing party. “Attorneys’ fees and costs” mean all reasonable pre-award
expenses, administrative fees, travel expenses, out-of-pocket expenses such as copying and
telephone costs, witness fees and attorneys’ fees. Any award of attorney’s fees and costs to which
Executive may be entitled shall be paid by Company, on or before December 31 of the calendar year
following the year of the conclusion of the arbitration.



Either party may apply to the arbitrator seeking injunctive relief until the arbitration award
is rendered or the matter is otherwise resolved. Either party also may, without waiving any remedy
under the Agreement, seek from any court having jurisdiction any interim or provisional relief,
including a temporary restraining order, an injunction both preliminary and final, and any other
appropriate equitable relief, that is necessary to protect the rights or property of that party,
pending the retention of the arbitrator.



19. 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.



20. 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.



21. GOVERNING LAW.



Executive’s employment shall be governed in all respects by the laws of the State of Arizona,
including the conflicts of law principles, as governs transactions occurring entirely within
Arizona among Arizona residents, except as preempted by Federal law.



22. 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.



23. TERMINATION OF EMPLOYMENT.



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



24. 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.



25. 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.”



	 	 	 
	Dated this 31st day of December, 2008.

Company:

	 	



	INSIGHT ENTERPRISES, INC.,

a Delaware corporation

By: /s/ Richard A. Fennessy

Name:

Title:

	 	





Richard Fennessy

Chief Executive Officer







	 	 	Executive:






/s/ Steven R. Andrews



Steven R. Andrews