PERSON:
ANY INDIVIDUAL, CORPORATION, LIMITED OR GENERAL PARTNERSHIP, JOINT
VENTURE, ASSOCIATION, JOINT-STOCK COMPANY, TRUST, UNINCORPORATED ORGANIZATION,
LIMITED LIABILITY COMPANY OR GOVERNMENT OR ANY AGENCY OR POLITICAL SUBDIVISION
THEREOF.
(I)
PRINCIPALS:
J.W. CHILDS ASSOCIATES, L.P., J.W. CHILDS EQUITY PARTNERS II,
L.P., THE HALIFAX GROUP, L.L.C. AND HALIFAX CAPITAL PARTNERS, L.P. AND THEIR
AFFILIATES.
(J)
PUBLIC EQUITY OFFERING:
AN OFFER AND SALE OF CAPITAL STOCK OF INSIGHT OR
THE PARENT PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
BY THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED (OTHER THAN A REGISTRATION STATEMENT ON FORM S-8 OR OTHERWISE
RELATING TO EQUITY SECURITIES ISSUABLE UNDER ANY EMPLOYEE BENEFIT PLAN OF
INSIGHT).
(K)
RELATED PARTIES:
SHALL MEAN:
(i)
any controlling stockholder, partner, member, 80% (or more) owned
Subsidiary, or immediate family member (in the case of an individual) of any
Principal; or
(ii)
any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80% (or more)
controlling interest of which consist of any one or more Principals and/or such
other Persons referred to in the immediately preceding clause.
(L)
PROCEEDING:
ANY THREATENED, PENDING OR COMPLETED ACTION, SUIT OR
PROCEEDING, OR ANY INQUIRY, HEARING OR INVESTIGATION, WHETHER CONDUCTED BY
INSIGHT OR ANY OTHER PARTY, THAT INDEMNITEE IN GOOD FAITH BELIEVES MIGHT LEAD TO
THE INSTITUTION OF ANY SUCH ACTION, SUIT OR PROCEEDING, WHETHER CIVIL, CRIMINAL,
ADMINISTRATIVE, INVESTIGATIVE OR OTHER.
(M)
REVIEWING PARTY:
SHALL BE ANY ONE OF THE FOLLOWING:
(I) THE STOCKHOLDERS
OF INSIGHT, (II) A QUORUM OF THE BOARD CONSISTING OF DISINTERESTED DIRECTORS, OR
(III) THE SPECIAL, INDEPENDENT COUNSEL REFERRED TO IN SECTION 2.02 HEREOF.
(N)
SUBSIDIARY:
SHALL MEAN WITH RESPECT TO ANY PERSON, ANY PERSON A MAJORITY
OF THE EQUITY OWNERSHIP OR VOTING SECURITIES OF WHICH IS AT THE TIME OWNED,
DIRECTLY OR INDIRECTLY, BY SUCH PERSON AND/OR ONE OR MORE ITS OTHER
SUBSIDIARIES; WHEN USED WITHOUT REFERENCE TO ANY PARTICULAR PERSON, SUBSIDIARY
MEANS A SUBSIDIARY OF INSIGHT.
3
(O)
VOTING SECURITIES:
SHALL MEAN WITH RESPECT TO ANY PERSON, ANY SECURITIES
WHICH VOTE GENERALLY IN THE ELECTION OF DIRECTORS, MANAGERS OR TRUSTEES.
ARTICLE II
INDEMNIFICATION
2.01.
AGREEMENT TO INDEMNIFY.
(A)
IN THE EVENT INDEMNITEE WAS, IS OR BECOMES A PARTY TO OR WITNESS OR OTHER
PARTICIPANT IN, OR IS THREATENED TO BE MADE A PARTY TO OR WITNESS OR OTHER
PARTICIPANT IN, A PROCEEDING BY REASON OF (OR ARISING IN PART OUT OF) AN
INDEMNIFIABLE EVENT, INSIGHT SHALL INDEMNIFY INDEMNITEE TO THE FULLEST EXTENT
PERMITTED BY LAW, AS SOON AS PRACTICABLE BUT IN ANY EVENT NO LATER THAN THIRTY
(30) DAYS AFTER WRITTEN REQUEST IS PRESENTED TO INSIGHT, AGAINST ANY AND ALL
EXPENSES, JUDGMENTS, FINES, PENALTIES AND AMOUNTS PAID IN SETTLEMENT (INCLUDING
ALL INTEREST, ASSESSMENTS AND OTHER CHARGES PAID OR PAYABLE IN CONNECTION WITH
OR IN RESPECT OF SUCH EXPENSES, JUDGMENTS, FINES, PENALTIES OR AMOUNTS PAID IN
SETTLEMENT) OF SUCH PROCEEDING AND ANY FEDERAL, STATE, LOCAL OR FOREIGN TAXES
IMPOSED ON INDEMNITEE AS A RESULT OF THE ACTUAL