Exhibit 10.24
AMENDMENT TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT to the Employment Agreement effective January 1, 2000
between INSIGHT DIRECT WORLDWIDE, INC. and XXXXXXX XXXXXXX (the "Employment
Agreement") is entered into as of May 17, 2001 by and between INSIGHT
ENTERPRISES, INC. (the "Parent"), INSIGHT DIRECT WORLDWIDE, INC. ("Company"),
and XXXXXXX XXXXXXX ("Executive").
RECITALS
A. Executive is currently employed by Company, a wholly owned subsidiary of
the Parent. The terms and conditions of such employment are set forth in the
Employment Agreement.
B. Effective as of May 17, 2001 the parties wish to amend the Employment
Agreement as provided in this Amendment.
IN CONSIDERATION of the premises and the respective covenants and
agreements of Company, the Parent, and Executive contained in this Amendment,
the sufficiency of which is hereby acknowledged, Company, the Parent, and
Executive agree as follows:
1. Amendment and Effect. Except to the extent the Employment Agreement is
modified by this Amendment, it shall remain in full force and effect. Any terms
beginning with an initial capital letter used in this Amendment and not
otherwise defined herein shall have the meanings given them in the Employment
Agreement.
2. Current Offices and Board Memberships. Effective June 1, 2001, except as
provided in Section 3 of this Amendment, Executive hereby resigns from all
officer and board of directors positions with Company, the Parent, or any
subsidiary or affiliated companies (including but not limited to President and
COO of Company). Promptly after the execution of this Amendment, Company and
the Parent will undertake all actions necessary to accomplish the foregoing.
Upon request, Executive agrees to provide any appropriate letters of
resignation.
3. New Position and Duties. Effective June 1, 2001, Executive will become an
Executive Vice President of the Parent. Executive will report to Parent's
Co-CEO Xxx Crown. Executive will be involved in specific projects relating to
the development of strategic alliances with various third parties, as may be
reasonably assigned to him from time to time by Xxx Crown, and reasonably
accepted by Executive, and Executive will not have any other specific duties or
any persons reporting to him. Executive will devote such time as Xxx Crown
shall reasonably determine; provided that such devotion of time shall not be
materially different from Executive's devotion of time at the date of this
Amendment, reasonable absences because of illness, personal and family
exigencies excepted.
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4. New Term. Executive will serve in his new position for a twenty-five month
term, commencing on June 1, 2001 and ending on June 30, 2003 (the "New Term").
There will no longer be any automatic renewal of the Employment Agreement, and
Executive's term of employment may only be extended beyond June 30, 2003 by a
written agreement executed by all parties hereto.
5. Compensation and Benefits. During the New Term, Executive shall be
entitled to receive Base Salary and incentive bonuses as provided in Section 3
of the Employment Agreement, including but not limited to an incentive bonus
during the New Term for the fiscal quarter ending June 30, 2003. In addition,
except as otherwise provided in this paragraph, during the New Term, Executive
shall be entitled to participate in and receive all of the other payments and
benefits provided for in the Employment Agreement, including but not limited to
participation in all benefit plans whether or not reserved for the Company's or
Parent's executives (e.g., any life insurance plan and health insurance plan).
Notwithstanding the previous sentence, it is agreed that during the New Term,
Executive will not be entitled to participate in any stock option grants or
plans or incentive compensation plans that may be issued or created after the
effective date of this Amendment. However, during the New Term, Executive's
stock options will continue to vest pursuant to the vesting schedule currently
in place. Specifically , it is the parties' intention that the options
previously granted to Executive will continue to vest as follows:
On 7/1/01: 45,000 shares vest at $11.8705
12,499 shares vest at $16.9167
On 9/28/01: 37,500 shares vest at $18.4167
On 12/20/01: 66,717 shares vest at $13.9375
On 1/4/02: 50,000 shares vest at $23.0000
On 7/1/02: 12,500 shares vest at $16.9167
On 9/28/02: 37,500 shares vest at $18.4167
On 12/20/02: 66,667 shares vest at $13.9375
On 1/4/03: 50,000 shares vest at $23.0000
Additionally, it is agreed by all parties that Executive has 50,000 unexercised
options of Parent which vested on January 4, 2001 at $23.00. Any options which
have not vested by June 30, 2003, or, which remain unvested at such earlier
time as Executive resigns without Good Reason or is terminated for Cause shall
be forfeited by Executive. However, at Parent's Co-CEO Xxx Crown's or his
successor's sole discretion, Parent may vest early 66,666 options scheduled to
vest on December 20, 2003 at $13.9375, provided Executive has performed his
duties as requested. If applicable law or the terms of the subject plan
prohibit or restrict Executive's participation or vesting in such plan at
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the times indicated above, Executive shall be entitled to an amount equal to the
value of the benefits and rights that would have, but for such prohibition or
restriction, been vested. During the New Term, Executive will continue to be
covered as a named insured and/or an additional insured under all applicable
liability insurance policies (including but not limited to all errors and
omissions insurance policies and all officers and directors liability policies),
and will continue to be covered by any and all indemnification provisions
currently found in the articles, bylaws or resolutions of the Parent or Company.
6. Severance and Other Benefits. Notwithstanding anything to the contrary
contained in the Employment Agreement, if at any time prior to or during the New
Term, Executive's duties, authority, devotion of time, or travel as Executive
Vice President cannot be mutually agreed upon by Executive and Xxx Crown despite
reasonable and good faith efforts by Executive to reach agreement (an
"Impasse"), or if any time prior to or during the New Term, Company or Parent
attempts to terminate Executive's employment as Executive Vice President for any
reason other than the reasons set forth in Section 6(a) of the Employment
Agreement, Executive shall be entitled to receive all of the payments, rights
and benefits provided by Section 6 of the Employment Agreement to the same
extent as if the Employment Agreement had been terminated by Company "without
Cause" (treating the New Term as if it were a current Renewal Term, and
utilizing, at Executive's option, either the date of the Impasse, the date of
any termination notice from Company or Parent, or the actual date employment is
terminated as the date of termination for purposes of performing any necessary
calculations under Section 6 of the Employment Agreement). Because of the change
in Executive's responsibilities occurring as of June 1, 2001, the "Relevant
Date" defined in Section 7(b)(1) of the Employment Agreement will be changed to
June 1, 2001. In addition, following the effective date of this Amendment, any
references to the term "Company" contained in the Employment Agreement will be
construed to mean the Parent and/or Company.
7. Changes in Control of Company or Parent. It is the parties' intention that,
if at any time during the Employment Period, a "Change in Control" as defined in
Section 8(d) of the Employment Agreement occurs, Executive shall be entitled to
receive all of the payments, rights and benefits provided in Section 8 of the
Employment Agreement. Executive shall also be entitled to receive all of the
payments, rights and benefits provided in Section 8 of the Employment Agreement
after the end of the Employment Period so long as (1) the termination of
employment was not a termination for Cause and did not result from Executive's
resignation without Good Reason, and (2) prior to the end of the Employment
Period Executive had, at the request of Company or the Parent, worked on, been
consulted concerning, or had otherwise been involved with, the contemplated
tender offer, takeover bid, merger, consolidation, transfer, acquisition, or
other proposal giving rise to the Change in Control, and (3) a Change of Control
occurs within the six months immediately following the end of the Employment
Period.
8. Severability. If any one or more of the provisions or parts of a provision
contained in this Amendment shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity or unenforceability shall not
affect any other
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provision or part of a provision of this Amendment, but this Amendment shall be
reformed and construed as if such invalid, illegal or unenforceable provision or
part of a provision had never been contained herein and such provisions or part
thereof shall be reformed so that it would be valid, legal and enforceable to
the maximum extent permitted by law. Any such reformation shall be read to give
the maximum effect to the mutual intentions of Executive, the Parent and
Company.
9. Benefit and Binding Effect. This Amendment shall inure to the benefit of
and be binding upon the Parent, Company, and their respective successors and
assigns, including but not limited to any company, person, or other entity which
may acquire all or substantially all of the assets and business of the Parent or
Company, or any company with or into which the Parent or Company may be
consolidated or merged, and Executive, his heirs, executors, administrators, and
legal representatives. The Parent and Company both expressly agree to be subject
to, and bound by, the terms and conditions of the Employment Agreement (as
modified by this Amendment), including but not limited to the dispute resolution
procedures contained therein.
10. Notices. Following the effective date of this Amendment, any required
notices to Company or the Parent shall be delivered or sent c/o Xxx Crown.
INSIGHT ENTERPRISES, INC., INSIGHT DIRECT WORLDWIDE, INC.,
a Delaware Corporation an Arizona Corporation
By: /s/ Xxxx X. Crown By: /s/ Xxxx X. Crown
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Xxxx X. Crown, Co-CEO Xxxx X. Crown, Co-CEO
By: /s/ Xxxxxxx X. Crown By: /s/ Xxxxxxx X. Crown
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Xxxxxxx X. Crown, Co-CEO Xxxxxxx X. Crown, Co-CEO
EXECUTIVE:
/s/ Xxxxxxx Xxxxxxx
---------------------------------------- May 17, 2001
Xxxxxxx Xxxxxxx, Individually
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