This Employment Agreement (the
“Agreement”), which shall be effective as of
January 12, 2007, is between INSIGHT ENTERPRISES, INC., a
Delaware corporation (“Company”), and Catherine
Eckstein (“Executive”).
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A.
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Executive is currently employed by
Company in the position of Chief Marketing Officer.
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B.
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Company and Executive are parties to
an Employment Agreement that was effective July 1, 2004 (the
“Original Agreement”).
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C.
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Company and Executive desire to
enter into a new employment agreement, the terms and provisions of
which are set forth below.
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D.
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Company and Executive desire and
intend for this Agreement to supersede and replace the Original
Agreement.
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In exchange for valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
(a) Initial Term. Executive shall be employed by Company for the
duties set forth in Section 2, below, for a one-year term,
commencing as of January 12, 2007 and ending on
January 11, 2008 (the “Initial Term”), unless
sooner terminated in accordance with the provisions of this
Agreement.
(b) Renewal Term; Employment Period
Defined. On each
successive 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 dated
effective and beginning upon each such successive day (a
“Renewal Term”); provided, however, that Company
may notify Executive, or Executive may notify Company, at any time,
that there shall be no renewal of this Agreement, and in the event
of such notice, 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 hereof
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.”
(a) Job Duties. Company does hereby employ, engage and hire
Executive as Chief Marketing Officer, and Executive does hereby
accept and agree 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 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 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 hereunder pursuant to the
express terms hereof. Executive’s participation as an
officer, director, consultant or employee of any entity (other than
Company) must be disclosed to the Company and the Board of
Directors of Company. Additionally, Executive shall disclose to the
Company and the Board of Directors of Company any interest in a
company that is engaged in a Competing Business as defined in
Section 10, below, unless such interest constitutes less than
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, 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.
(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. 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 an
incentive bonus pursuant to one or more incentive compensation
plans established by the Company from time to time (each, an
“Incentive Compensation Plan”). The amount of such
incentive bonus, 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 the Incentive Compensation Plan, or
Incentive Compensation Plans, for the relevant time period. For
purposes of this Agreement, Incentive Compensation Plan, and
Incentive Compensation Plans, does not include any employee
benefit, stock option, restricted stock or other equity-based plan,
and the benefits under such plans shall be governed by their
respective plan documents.
(c) Incentive and 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 such 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.
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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.
(a) Death. This Agreement shall terminate upon
Executive’s death, but Executive’s estate shall be
entitled to receive the Base Salary for ninety (90) days
following the date of Executive’s death. Company shall also
pay to Executive’s estate (1) with respect to any
Incentive Compensation Plan with quarterly objectives, the sum of
(i) a prorated portion of any incentive compensation to which
Executive would have been entitled (had Executive not died) for the
quarter in which Executive died and (ii) the amount of
incentive compensation for the last completed quarter prior to the
date of Executive’s death, plus (2) with respect to any
Incentive Compensation Plan with annual objectives, a prorated
bonus for the year in which the Executive died, each to be
calculated as soon as reasonably practicable, allowing Company a
sufficient amount of time to calculate such amount.
(b) Disability. This Agreement shall also terminate in the event
of Executive’s “Disability.” For purposes of this
Agreement, “Disability” means the inability of
Executive to perform Executive’s essential job duties, with
or without a reasonable accomodation, for a period of thirty
(30) consecutive days or for sixty (60) days within any
period of one-hundred and eighty (180) days due to a physical
or mental injury or illness that occurs while Executive is actively
employed by Company. Any dispute concerning whether Disability has
occurred will be determined by a physician selected by Company. If
this Agreement is terminated due to Executive’s Disability,
Executive shall receive the Base Salary for ninety (90) days
following the date of termination and (1) with respect to any
Incentive Compensation Plan with quarterly objectives, the sum of
(i) a prorated portion of any incentive compensation to which
Executive would have been entitled (had termination not occurred)
for the quarter in which this Agreement is terminated due to
Executive’s disability and (ii) the amount of incentive
compensation for the last completed quarter prior to the date of
termination, plus (2) with respect to any Incentive
Compensation Plan with annual objectives, a prorated bonus for the
year in which termination occurs, each to be calculated as soon as
reasonably practicable, allowing Company a sufficient amount of
time to calculate such amount.
6.
TERMINATION BY COMPANY.
(a) Termination for Cause.
Company may terminate this Agreement
at any time during the Initial Term or any Renewal Terms for
“Cause” upon written notice to Executive. 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 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.
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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) willful or repeated neglect of duties (after notice and an
opportunity to cure); (4) acts of material dishonesty,
disloyalty or insubordination toward Company; (5) violation of
Company’s Values or any material policy with respect to
Company’s business or operations; (6) significant and
repeated deficiencies with respect to performance objectives
assigned by the Chief Executive Officer of Company (after notice
and opportunity to cure); (7) insolvency of Company; or
(8) Executive’s material breach of this Agreement. 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 4) due to Executive through the
termination date, and Executive will not be entitled to, nor will
Executive receive, any type of severance payment.
(b) Termination Without Cause.
Company also may terminate
Executive’s employment at any time during the Initial Term or
any Renewal Term without Cause. Company may, at 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) Continued Compensation.
Should Executive’s employment
by Company be terminated without Cause, Executive shall receive as
a lump sum within three (3) business days (or sooner if
required by law) following such termination the total amount of
Executive’s base salary for the remainder of the Initial Term
or current Renewal Term. Executive shall have no duty to mitigate
damages in order to receive the compensation described by this
Subsection, 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 payments for the quarter in which Executive’s
employment is terminated or for any other periods. If Executive is
terminated without Cause, Executive shall receive, in a lump sum,
an amount equal to (1) with respect to any Incentive
Compensation Plan with quarterly objectives, the sum of (i) a
prorated bonus for the quarter in which the termination takes place
and (ii) four times Executive’s bonus for the last
completed quarter, plus (2) with respect to any Incentive
Compensation Plan with annual objectives, a prorated bonus for the
year in which the termination takes place (as so calculated, the
“Incentive Severance Compensation”), each to be paid as
soon as reasonably practicable, allowing Company a sufficient
amount of time to calculate such amount. Executive shall have no
duty to mitigate damages in order to receive the compensation
described by this Subsection, and the compensation shall not be
reduced or offset by other income, payments or profits received by
Executive from any source.
(e) Other Plans. Except to the extent specified in this
Section 6 and as provided in this Subsection (e), termination
of this Agreement 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, in the event of
Executive’s termination of employment.
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7.
TERMINATION BY EXECUTIVE.
(a) General. Executive may terminate this Agreement at any
time, with or without “Good Reason” by providing
Company with thirty (30) days advance written notice. Company
may, at its discretion, place Executive on a paid administrative
leave during all or any part of any such notice period. 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
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