Back to top

SEPARATION AND GENERAL RELEASE AGREEMENT

Release Agreement

SEPARATION AND GENERAL RELEASE AGREEMENT | Document Parties: INSIGHT ENTERPRISES INC You are currently viewing:
This Release Agreement involves

INSIGHT ENTERPRISES INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SEPARATION AND GENERAL RELEASE AGREEMENT
Date: 8/11/2008
Industry: Misc. Financial Services     Sector: Financial

SEPARATION AND GENERAL RELEASE AGREEMENT, Parties: insight enterprises inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.1

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation and General Release Agreement (this “Agreement”) is being entered into by and between Insight Enterprises, Inc. (“Insight” or the “Company”) and Stanley Laybourne (“Retiree”) (collectively, the “Parties”) as of May 1, 2007 (the “Date of this Agreement”).

WHEREAS, Retiree is currently employed by the Company as its Chief Financial Officer, Treasurer and Secretary;

WHEREAS, the Parties wish to terminate their relationship on mutually acceptable terms and conditions; and

WHEREFORE in consideration of the foregoing premises and the terms and conditions set forth below, the Parties agree as follows:

1. Retirement. Retiree hereby retires from his employment with the Company and any of its parents, affiliates or subsidiaries as of December 31, 2007 (the “Retirement Date”). Retiree hereby resigns from his membership on the Company’s Board of Directors and retires from any other positions held within the Company, its parents, subsidiaries, and affiliates on the Retirement Date. On the Retirement Date, the Company and Retiree agree that Retiree shall have a Separation from Service as defined in Treasury Regulation Section 1.409A-1(h). Retiree understands that he is giving up any right or claim to further compensation from the Company beyond the Retirement Date, except as set forth in this Agreement.

2. Death/Disability. In the event of his death or disability, Retiree’s heirs, executors, administrators, and legal representatives shall have the right to enforce this Agreement in accordance with its terms.

3. Press Release/Public Filings. Retiree will be provided with copies of any Insight press release regarding his retirement through the Retirement Date. Any press release regarding Retiree’s retirement shall be issued after the Date of this Agreement and shall thank Retiree for his service and contributions to Insight.

4. Duties. Between the Date of this Agreement and December 16, 2007, Retiree will continue with his current duties and responsibilities as Chief Financial Officer (“CFO”), Treasurer and Secretary of Insight as they existed prior to the Date of this Agreement in accordance with the terms of Retiree’s Employment Agreement, effective as of November 1, 2003 (the “Employment Agreement”). From December 17, 2007 through the Retirement Date, Retiree shall assist the new Chief Financial Officer of the Company as directed by the Company’s Chief Executive Officer.

 

 


 

5. Employment Agreement. Retiree and the Company agree to be bound by paragraphs 4, 9, 10, 11 and 13 of the Retiree’s Employment Agreement, a copy of which is attached hereto as Exhibit A. Except for those enumerated paragraphs, Retiree’s Employment Agreement shall be extinguished as of the Retirement Date and Retiree acknowledges that he is not entitled to any compensation or benefits, including without limitation any severance benefits, under the Employment Agreement, except as expressly set forth in this Agreement. Notwithstanding the foregoing, the Company hereby acknowledges and agrees that it remains bound by the terms of Directors and Officers Indemnification Agreement, dated November 15, 2004, a copy of which is attached hereto as Exhibit B, and any successor or replacement agreement thereto, and that Retiree’s rights to be indemnified for any actions taken as an officer or director of the Company shall remain in place following the Retirement Date both under Exhibit B, any successor or replacement indemnification agreement, the Company’s Articles and Bylaws and to the fullest extent permitted by law. The Company acknowledges that Retiree’s indemnification rights are cumulative and that he may invoke his indemnification rights from any and all of the aforementioned sources without diminishing in any way whatever other rights of indemnification Retiree may have.

6. Benefit Plans. Retiree will continue to participate in any retirement, 401(k) or savings plans, life insurance plan and health insurance plan in which he currently participates, up to and including the Retirement Date. Retiree will be able to exercise any existing contractual rights under Insight’s benefit plans, including Insight’s life insurance plan. These rights include, without limitation, Retiree’s right to continue coverage currently provided by such plans, in accordance with each plan’s terms. Following the Retirement Date, Retiree will be permitted to obtain COBRA coverage, at Retiree’s expense, in accordance with law and with the provisions of any insurance plan maintained by Insight for employees.

7. 2007 Incentive Compensation. Retiree will receive a bonus for the 2007 fiscal year. The bonus for the 2007 fiscal year will be calculated based on the incentive formula used for the most senior executives of Insight, whose incentive is based on Company-wide performance. The bonus for the 2007 fiscal year will be paid at the time such bonus is paid to the other most senior executives of Insight but in any event on or before March 15, 2008.

8. Severance Payment. Provided that Retiree signs and delivers this Agreement, and for a period of seven days thereafter does not revoke it, the Company will pay Retiree $750,000, less applicable withholding on the eighth day after signature, by wire pursuant to wire instructions from Retiree.

9. Incentive Compensation. Retiree will be paid an amount equal to two (2) times the greater of the annual bonus awarded to him for the 2006 or 2007 fiscal year on the earlier of (a) July 17, 2008 or (b) the date of Executive’s death. Any amount due under this Section 9 shall be paid subject to withholdings as required by law.

 

2


 

10. Accrued Vacation Time; Business Expenses. On the Retirement Date, Retiree will be compensated for 280 hours of accrued vacation time. The value will be calculated based on the formula used by Insight in the usual course of business. On or before the Retirement Date, the Company will reimburse Retiree for any and all necessary, customary and usual expenses incurred by Retiree on behalf of the Company, provided that Retiree has furnished the Company with receipts to substantiate the business expense in accordance with the Company’s policies or otherwise reasonably justifies the expense to the Company.

11. Vested Options. Retiree will be permitted to exercise all options that are vested and unexercised as of the Retirement Date, through the ninetieth (90th) day after the Retirement Date, subject to repricing, if any, in accordance with Insight’s restated 10-Ks. As of the Retirement Date, Retiree will have 560,584 vested, unexercised options. The 90 day post-Retirement Date exercise period shall be reasonably extended with respect to any options that are vested and unexercised as of the Retirement Date if necessary to prevent Retiree from forfeiting any such options that Retiree could not exercise during the 90 day period due to any Company blackout restrictions, provided, however, that in no event shall the exercise period with respect to any such option be extended beyond the earlier of (i) the latest date upon which the option could have expired by its original terms under any circumstances, or (ii) the tenth (10th) anniversary of the original date of grant of such option.

12. Vested Restricted Stock. Retiree will receive all shares of Company restricted stock that have vested as of the Retirement Date. As of the Retirement Date, the Company’s records reflect that the Retiree has vested 11,200 shares of Restricted Stock.

13. Unvested Options and Restricted Stock. Retiree hereby surrenders as of the Retirement Date all Company stock options and shares of Company restricted stock that are not vested as of the Retirement Date.

14. DAC Sale Proceeds. Retiree is a participant in the Direct Alliance Corporation 2000 Long-Term Incentive Plan (the “DAC Plan”). As a participant, Retiree is entitled to a portion of the proceeds of the earn out payment, should any such payment become due in accordance with the terms of the DAC Plan in connection with the acquisition of Direct Alliance Corporation by TeleTech Holdings, Inc. Retiree shall be paid the full amount to which he is entitled under the DAC Plan as soon as any other DAC Plan participant receives any proceeds from the DAC earn out. Executive’s right to payment, if any, under the DAC Plan shall not be modified by this Agreement, except that to the extent such payment or portion of a payment which would be made between the Retirement Date and July 1, 2008 is subject to Section 409A of the Internal Revenue Code (the “Code”) and a delay in the payment is necessary in order to avoid a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code, such payment to be made at the earliest date possible to avoid a prohibited payment under that provision.

 

3


 

15. Release by Retiree.

(a) General Release. In exchange for th


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more