EMPLOYMENT AGREEMENTEmployee Retention Agreement |
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Exhibit 10.4
EMPLOYMENT AGREEMENT
This Employment Agreement
(the Agreement), which shall be effective as of January 12, 2007, is between
Insight Enterprises, Inc., a Delaware corporation (Company), and Gary M.
Glandon (Executive).
RECITALS
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A. |
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Executive is
currently employed by Company in the position of Chief People Officer. |
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B. |
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Company and
Executive are parties to an Employment Agreement that was effective
February 21, 2005 (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. |
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, 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.
2. POSITION AND DUTIES.
(a) Job
Duties. Company does hereby employ,
engage and hire Executive as its Chief People Officer, and Executive does
hereby accept and agree to such employment, engagement, and hiring. Executives
duties and authority during the Employment Period shall be such executive and
managerial duties as the Chief Executive Officer of Company, or Chief Executive
Officers 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 Officers designee, may determine, reasonable
absences because of illness, personal and family exigencies excepted.
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(b) Best
Efforts. Executive agrees that at all
times during the Employment Period Executive will faithfully, and to the best
of Executives ability, experience and talents, perform the duties that may be
required of and from Executive and fulfill Executives responsibilities
hereunder pursuant to the express terms hereof. Executives 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 Executives
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.
3. COMPENSATION.
(a) Base
Salary. Company shall pay Executive a
Base Salary in consideration for Executives 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 Companys 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 Companys 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 Companys
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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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 Companys policies or otherwise reasonably justifies the
expense to Company.
5. DEATH OR DISABILITY.
(a) Death.
This Agreement shall terminate upon
Executives death, but Executives estate shall be entitled to receive the Base
Salary for ninety (90) days following the date of Executives death.
Company shall also pay to Executives 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 Executives 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 Executives Disability. For purposes of this Agreement,
Disability means the inability of Executive to perform Executives 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
Executives 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 Executives 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 Term for Cause
upon written notice to Executive. If Company terminates this Agreement for
Cause, Executives 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. For
purposes of this Agreement, the term Cause shall mean the termination of
Executives employment by Company for one or more of the following reasons:
(1) the misappropriation (or attempted misappropriation) of any of
Companys 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 Companys Values or any material policy with
respect to Companys 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) Executives 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.
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(b) Termination
Without Cause. Company also may
terminate Executives 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 Executives access to
Companys 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 Executives
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 Executives 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 Executives 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 Executives 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 Executives 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 Executives 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
Executives access to Companys 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. 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) assignment of Executive to a position that is not substantially
executive in nature; (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 the
Company is notified of the illegality by Executive; or (4) Companys
material breach of this Agreement (after notice and an opportunity to cure).
(c) Effect
of Good Reason Termination. If
Executive terminates this Agreement for Good Reason (as defined in
Section 7(b)), it shall for all purposes be treated as a termination by
Company without Cause.
(d) Effect
of Termination without Good Reason. If
Executive terminates this Agreement 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.
8. CHANGE IN CONTROL OF
COMPANY.






