Attached files
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10-Q - FORM 10-Q - INSIGHT ENTERPRISES INC | c16434e10vq.htm |
EX-10.1 - EXHIBIT 10.1 - INSIGHT ENTERPRISES INC | c16434exv10w1.htm |
EX-31.2 - EXHIBIT 31.2 - INSIGHT ENTERPRISES INC | c16434exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - INSIGHT ENTERPRISES INC | c16434exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - INSIGHT ENTERPRISES INC | c16434exv32w1.htm |
Exhibit 10.2
March 28, 2011
Ms. Mary E. Sculley
10742 N. Ventura Court
Fountain Hills, AZ 85268
10742 N. Ventura Court
Fountain Hills, AZ 85268
Dear Mary:
On behalf of Insight, it is my pleasure to extend an offer to you for the position of Senior Vice
President/Human Resources of Insight Enterprises, Inc. (Insight), a Section 16 Reporting Officer,
reporting to Kenneth T. Lamneck, President and CEO, with a start date of April 11, 2011.
BASE COMPENSATION
The annual base salary for your position is $250,000.00, paid bi-weekly.
VARIABLE INCENTIVE
You will be eligible to participate in the 2011 Cash Incentive Compensation Plan (CICP), earning
a pro-rata share of the 2011 bonus based on the portion of 2011 in which you are employed. Your
annual variable target will be 45% of base salary, at 100% attainment of objectives. Further
details will be provided upon commencement of your assignment. Insight reserves the right to
change the Terms and Conditions of the compensation plan.
STOCK PLANS
The Compensation Committee of the Board of Directors has approved an award of $251,068.00 in
restricted stock units (RSUs), to be issued to you on the 10th day of the month
following your start date, based on the closing stock price of NSIT on that date, with 60%
performance-based and 40% service based. This represents a pro-rated amount of the grant you would
have received on February 20, 2011. Although the design and awards under any such future plan are
at the discretion of the Compensation Committee, for 2011, your award as a Section 16 Officer would
have been $290,000.00 on February 20, 2011. The performance-based RSUs will vest in three equal
annual installments on the first three anniversaries of the date of grant subject to the final
attainment of the performance conditions, and the service-based RSUs will vest in four equal annual
installments on the first four anniversaries of the date of grant. All of the RSU awards and are
subject to the terms and conditions of the 2007 Omnibus Plan, as amended. You will also
participate in future stock incentive plans approved by the Compensation Committee for the
Companys Section 16 officers.
Ms. Mary E. Sculley
March 28, 2011
Page 2
March 28, 2011
Page 2
BENEFITS
As a new Insight teammate, you will be eligible to participate in our benefit plans. Please refer
to the 2011 Benefit Enrollment Guide and Enrollment Instructions included in this package. You can
enroll once you have started work and have access to Insights intranet, but you must enroll by the
31st day after your start date. Benefits are effective on the first of the month after
completing 30 days with Insight.
VACATION
You will be provided with four weeks of vacation in the first full year of employment. In
addition to vacation, you will also receive floating holidays, and seven and a half paid holidays
per year. Please see details in the Benefit Enrollment Guide.
EMPLOYMENT AGREEMENT
We also enclose a form of Employment Agreement approved by our Compensation Committee, along with a
standard Indemnification Agreement.
CONTINGENCIES
By signing and returning this letter, you are representing to us that you have not entered into any
agreement with any other company that prohibits you from working for Insight or limits your ability
to carry out the duties of the position we are offering you at Insight. In the event you are a
party to such an agreement, you acknowledge that your obligations under such agreement are personal
to you and are not the responsibility of Insight. In addition, Insight may make its offer of
employment contingent upon successful resolution of any restrictions arising out of your work for a
previous employer.
You also agree that you have not taken and are not in possession of any information from any other
company that is marked as confidential and/or proprietary or which you have reason to believe is
confidential and/or proprietary (Prior Employer Proprietary Information). Insight prohibits the
use of Prior Employer Proprietary Information unless the owner of such Prior Employer Proprietary
Information expressly authorizes Insight to use it, or it is otherwise proper for Insight to use
such information. We require that you do not use Prior Employer Proprietary Information in
carrying out your duties at Insight and do not disclose Prior Employer Proprietary Information to
Insight. By signing and returning this letter, you are agreeing to abide by these restrictions.
This offer is also contingent upon you signing the enclosed Confidentiality, Intellectual Property,
Non-Solicitation and Non-Competition Agreement, Arbitration Agreement, and
other policies and agreements included in this package. This offer is also contingent upon you
passing a pre-employment drug screen and criminal background check. Please complete, sign and
return the enclosed authorization form so that we may proceed with your background check.
Ms. Mary E. Sculley
March 28, 2011
Page 3
March 28, 2011
Page 3
Federal law requires Insight to obtain identification and employment eligibility documentation
within three business days of your hire date. Please bring original documents to verify both your
identity and eligibility to work. Please refer to the back of the enclosed I-9 form for a list of
permissible documents. You must bring with you either: (a) one document from List A; or (b) one
document from list B and one document from List C. Failure to provide these documents within three
business days of your hire date will result in the suspension and/or termination of employment. If
you are working remotely (not in an Insight office), please review the instructions with the I-9
form for your options in having your original documents viewed.
EMPLOYMENT RELATIONSHIP
During your employment, you will be required to adhere to the companys policies and procedures
located on the Policy Center of the companys intranet. These policies may be modified
periodically at the discretion of company management. Employment with the company is at-will,
which means that either you or Insight may terminate the employment relationship at any time, with
or without advance notice, and with or without cause. If you elect to resign your employment,
Insight requests, as a courtesy, that you provide us two weeks notice of the intended separation
from employment. This letter is not an express or implied contract for employment for any period
of time.
Mary, we look forward to having you join the Insight team. If you have any questions, please feel
free to contact me at 480-316-9914.
Sincerely,
/s/ Steven R. Andrews
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General Counsel |
OFFER ACCEPTANCE
This letter is an offer of employment and not an employment contract. Your signature below
indicates your acceptance of our offer of at-will employment pursuant to the terms and conditions
set forth in this letter and Insights policies.
/s/ Mary E. Sculley
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3/28/2011 |
Please return your acceptance of our offer of employment to Barbara Ross in the enclosed overnight
package.