RELEASE AND SEVERANCE
AGREEMENT
The parties to this Release and Severance
Agreement (the “Agreement”) are Catherine Eckstein
(“Employee”) and Insight Enterprises, Inc. (the
“Company”).
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A.
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Employee’s employment by
Company commenced on July 1, 2004 and terminates on
July 18, 2008.
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B.
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Company is terminating
Employee’s employment effective July 18,
2008.
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C.
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The
parties hereto wish to settle and compromise fully and finally any
and all claims arising between them including, but not limited to,
those arising out of Employee’s employment and the
termination of that employment, on the terms and conditions set
forth herein.
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D.
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Employee represents that Employee is
forty (40) years of age or older.
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E.
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Employee acknowledges receipt of
disclosures regarding eligibility for and the ages and job titles
of individuals who were and were not selected for this
program.
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In
consideration of the mutual promises in this Agreement, it is
agreed as follows:
1. Termination . Employee agrees
that Employee’s employment with the Company terminates on
July 18, 2008.
2. Recitals . The parties hereby
acknowledge the correctness and accuracy of the foregoing
recitals.
3. Payment and Other Benefits .
Under the terms of Employee’s Employment Agreement with the
Company, including section 6, Employee is entitled to receive a
severance payment in the event her employment is involuntarily
terminated. In the absence of this Agreement, the provisions of
Employee’s Employment Agreement would need to be amended by
December 31, 2008 to either comply with Section 409A of
the Internal Revenue Code (the “Code”) or qualify for
an exception to the requirements of Section 409A. Effective
immediately, Section 6(c) and Section 6(d) of the Employment
Agreement are amended, restated and replaced by the provisions of
this Section 3. The provisions of this Section 3, like
the provisions of Section 6(c) and Section 6(d) of the Employment
Agreement, are intended to fit within the short-term deferral
exception to Section 409A as described in Treas. Reg. §
1.409A-1(b)(4).
(a) Within ninety (90) days of the
receipt of this signed Agreement and expiration of the revocation
period referenced in Section 7 of this Agreement, the Company
will tender to Employee a check for severance pay in the amount of
$295,000 (gross, less required and authorized
withholdings).
(b) Within ninety (90) days of the
receipt of this signed Agreement and expiration of the revocation
period referenced in Section 7 of this Agreement, and as
further consideration, Company will pay Employee one times the
annual target compensation as identified under the 2008 Executive
Incentive Compensation Plan (the “IC Plan”). Identified
annual target compensation is equal to $205,000 (gross, less
required and authorized withholdings).
(c) Employee shall also be eligible for
outplacement assistance for a period of up to six (6) months with
Lee Hecht Harrison. To receive outplacement assistance, Employee
must contact Lee Hecht Harrison and begin using such assistance
within sixty (60) days of termination. The Company’s
provision of outplacement assistance under this Section 3(c) also
may be subject to Section 409A of the Code. The Company
intends that the Company’s payment for outplacement services
pursuant to this Section 3(c) will comply with the exception to
Section 409A for reimbursements and certain other separation
payments described in Treas. Reg. § 1.409A-1(b)(9)(v).
Accordingly, Employee will not incur any expenses in connection
with the outplacement services after the expiration of the six
(6) month period described in this Section 3(c) and all
reimbursements for such expenses will be made before
December 31, 2009.
4. Acknowledgement of Consideration
. Employee understands and agrees that Employee is receiving the
payment and benefits described in Section 3 in exchange for
this Agreement and that the payments and benefits called for by
Section 3 exceed those Employee would be entitled to receive
in the absence of this Agreement. The Company will pay Employee
wages and accrued and untaken vacation pay through Employee’s
last day of employment without regard to whether Employee executes
this Agreement. Employee acknowledges that she is receiving
benefits under this Agreement and Employee hereby waives any and
all benefits which may be due pursuant to Employee’s
Employment Agreement.
5. Release,
Representations and Acknowledgments .
(a) Employee understands and agrees that
whenever the term “Insight” is used in this Agreement,
it refers to the Company and its parent, subsidiaries and
affiliates, and the officers, directors, shareholders, agents,
predecessors, successors, assigns, and current and past employees
of each and all of the foregoing (“Insight”). Employee,
for herself and, as applicable, Employee’s respective agents,
attorneys, successors, and assigns, hereby fully, forever,
irrevocably, and unconditionally releases Insight from any and all
claims, charges, complaints, liabilities, and obligations of any
nature whatsoever, which Employee may have against Insight, whether
now known or unknown, and whether asserted or unasserted, arising
from any event or omission occurring prior to execution of this
Agreement.
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Without
limiting the foregoing, this release includes any and all claims
arising out of or which could arise out of the employment
relationship between Employee and Insight and the
terminati
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