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EXHIBIT 10
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT is entered into as of the Grant Date (as defined in
paragraph 1), by and between the Participant and Insight Enterprises, Inc. (the
"Company").
WITNESSETH THAT:
WHEREAS, the Company and the Participant have entered into an Employment
Agreement, dated March 31, 1998, that provides for the payment of a quarterly
incentive bonus to Participant based on the Company's net earnings;
WHEREAS, pursuant to the Employment Agreement, for the quarter ended June
30, 1998, Participant is entitled to receive an incentive bonus;
WHEREAS, the Company and the Participant have agreed that such quarterly
bonus shall be paid in restricted stock;
WHEREAS, the Company maintains the 1998 Long-Term Incentive Plan (the
"Plan"), which is incorporated into and forms a part of this Agreement, which
provides for the issuance of restricted stock under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. Terms of Award. The following terms used in this Agreement shall have the
meanings set forth in this paragraph 1:
1.1. The "Participant" is Xxxx X. Crown.
1.2. The "Grant Date" for the shares herein granted is October 27, 1998.
1.3. The "Restricted Period" for each portion of the shares herein granted is
the period beginning on the Grant Date and ending on the applicable
vesting date as follows:
Grant
Portion Vesting Date Number of Shares
------- ------------ ----------------
1 November 5, 1998 377 shares,
certificate no.
I-2279
2 6 business days following the Company's 377 shares,
release of earnings for the quarter certificate no.
ending December 31, 1998 I-2280
3 6 business days following the Company's 378 shares,
release of earnings for the quarter certificate no.
ending March 31, 1999 I-2287
4 6 business days following the Company's 377 shares,
release of earnings for the quarter certificate no.
ending June 30, 1999 I-2281
5 6 business days following the Company's 377 shares,
release of earnings for the quarter certificate no.
ending September 30, 1999 I-2282
6 6 business days following the Company's 378 shares,
release of earnings for the quarter certificate no.
ending December 31, 1999 I-2288
7 6 business days following the Company's 377 shares,
release of earnings for the quarter certificate no.
ending March 31, 2000 I-2283
8 6 business days following the Company's 377 shares,
release of earnings for the quarter certificate no.
ending June 30, 2000 I-2284
9 6 business days following the Company's 378 shares,
release of earnings for the quarter certificate no.
ending September 30, 2000 I-2289
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Restricted Stock Agreement
Xxxx X. Crown
Quarter ended June 30, 1998
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Grant
Portion Vesting Date Number of Shares
------- ------------ ----------------
10 6 business days following the Company's 377 shares,
release of earnings for the quarter certificate no.
ending December 31, 2000 I-2285
11 6 business days following the Company's 377 shares,
release of earnings for the quarter certificate no.
ending March 31, 2001 I-2286
12 6 business days following the Company's 378 shares,
release of earnings for the quarter certificate no.
ending June 30, 2001 I-2290
1.4. The number of shares of "Restricted Stock" awarded under this
Agreement shall vest each quarter as set forth above and shall equal
4,528 shares of Restricted Stock. Shares of "Restricted Stock" are
shares of Stock granted under this Agreement and are subject to the
terms of this Agreement and the Plan.
Other terms used in this Agreement are defined pursuant to paragraph 6 or
elsewhere in this Agreement.
2. Award. The Participant is hereby granted the total number of shares of
Restricted Stock set forth in paragraph 1.4.
3. Dividends and Voting Rights. The Participant shall be entitled to receive any
dividends paid with respect to shares of Restricted Stock that become payable
during the Restricted Period; provided, however, that no dividends shall be
payable to or for the benefit of the Participant with respect to record dates
occurring prior to the Grant Date, or with respect to record dates occurring
on or after the date, if any, on which the Participant has forfeited the
Restricted Stock. The Participant shall be entitled to vote the shares of
Restricted Stock during the Restricted Period to the same extent as would
have been applicable to the Participant if the Participant was then vested in
the shares; provided, however, that the Participant shall not be entitled to
vote the shares with respect to record dates for such voting rights arising
prior to the Grant Date, or with respect to record dates occurring on or
after the date, if any, on which the Participant has forfeited the Restricted
Stock.
4. Deposit of Shares of Restricted Stock. All shares issued in respect of shares
of Restricted Stock granted under this Agreement shall be registered in the
name of the Participant and shall be deposited with the Company. Participant
acknowledges and agrees that the Restricted Stock granted to Participant
hereunder is subject to the following restriction: "Pursuant to that certain
Restricted Stock Agreement (the "Agreement") between the Company and the
owner of record, these shares of stock may not be sold, transferred,
exchanged or otherwise alienated at any time unless and until no longer
restricted in accordance with the terms of the Agreement."
5. Transfer and Forfeiture of Shares. If the Participant's Date of Termination
(as defined below) does not occur during the Restricted Period, then, at the
end of the Restricted Period, the Participant shall become vested in the
shares of Restricted Stock, and shall own the shares free of all restrictions
otherwise imposed by this Agreement. The Participant shall become vested in
the shares of Restricted Stock, and become owner of the shares free of all
restrictions otherwise imposed by this Agreement, prior to the end of the
Restricted Period, as follows:
5.1. The Participant shall become vested in the shares of Restricted Stock
as of the Participant's Date of Termination prior to the date the
Restricted Stock would otherwise become vested, if the Participant's
Date of Termination occurs by reason of the Participant's death or
Disability.
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Restricted Stock Agreement
Xxxx X. Crown
Quarter ended June 30, 1998
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Page 3 of 4
5.2. The Participant shall become vested in the shares of Restricted
Stock as of the date of a Change in Control, if the Change in Control
occurs prior to the end of the Restricted Period, and the
Participant's Date of Termination does not occur before the Change in
Control date.
5.3. The Participant shall become vested in the shares of Restricted Stock
as of the date (the "Accelerated Vesting Date") that the Company's
closing stock price as reported by The Nasdaq National Market equals
or exceeds Fifty Dollars ($50.00) per share, adjusted as necessary to
reflect any stock splits or the like occurring between the Grant Date
and the Accelerated Vesting Date, if the Accelerated Vesting Date
occurs prior to the end of the Restricted Period, and the
Participant's Date of Termination does not occur before the
Accelerated Vesting Date.
Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered until the expiration of the Restricted
Period or, if earlier, until the Participant is vested in the shares.
Except as otherwise provided in this paragraph 5, if the Participant's
Date of Termination occurs prior to the end of the Restricted Period,
the Participant shall forfeit the Restricted Stock that has not
already vested as of the Participant's Date of Termination.
6. Definitions. For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:
6.1. Change in Control. The term "Change in Control" means such term as
defined in the Plan.
6.2. Date of Termination. The Participant's "Date of Termination" shall be
the first day occurring on or after the Grant Date on which the
Participant is not employed by the Company or any Subsidiary,
regardless of the reason for the termination of employment; provided
that a termination of employment shall not be deemed to occur by
reason of a transfer of the Participant between the Company and a
Subsidiary or between two Subsidiaries; and further provided that the
Participant's employment shall not be considered terminated while the
Participant is on a leave of absence from the Company or a Subsidiary
approved by the Participant's employer. If, as a result of a sale or
other transaction, the Participant's employer ceases to be a
Subsidiary (and the Participant's employer is or becomes an entity
that is separate from the Company), the occurrence of such transaction
shall be treated as the Participant's Date of Termination.
6.3. Plan Definitions. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is
similarly used in this Agreement.
7. Heirs and Successors. This Agreement shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and
upon any person acquiring, whether by merger, consolidation, purchase
of assets or otherwise, all or substantially all of the Company's
assets and business. If any rights of the Participant or benefits
distributable to the Participant under this Agreement have not been
exercised or distributed, respectively, at the time of the
Participant's death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be distributed to the
Designated Beneficiary, in accordance with the provisions of this
Agreement and the Plan. The "Designated Beneficiary" shall be the
beneficiary or beneficiaries designated by the Participant in a
writing filed with the Committee in such form and at such time as the
Committee shall require. If a deceased Participant fails to designate
a beneficiary, or if the Designated Beneficiary does not survive the
Participant, any rights that would have been exercisable by the
Participant and any benefits distributable to the Participant shall be
exercised by or distributed to the legal representative of the estate
of the Participant. If a deceased Participant designates a beneficiary
but the Designated Beneficiary dies before the Designated
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Restricted Stock Agreement
Xxxx X. Crown
Quarter ended June 30, 1998
Page 4 of 4
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Beneficiary's exercise of all rights under this Agreement or before the
complete distribution of benefits to the Designated Beneficiary under
this Agreement, then any rights that would have been exercisable by the
Designated Beneficiary shall be exercised by the legal representative
of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the
legal representative of the estate of the Designated Beneficiary.
8. Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and
the Committee shall have all powers with respect to this Agreement as
it has with respect to the Plan. Any interpretation of the Agreement by
the Committee and any decision made by it with respect to the Agreement
is final and binding.
9. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of
the Plan, a copy of which may be obtained by the Participant from the
office of the Secretary of the Company.
10. Amendment. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.
IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company
has caused this Agreement to be executed in its name and on its behalf, all as
of the Grant Date.
INSIGHT ENTERPRISES, INC.
/s/ Xxxx X. Crown By: /s/ Xxxxxxx X. Crown
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Participant Xxxxxxx X. Crown, President
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SCHEDULE FILED PURSUANT TO INSTRUCTION
NUMBER 2 OF ITEM 601 OF REGULATION S-K
Additional restricted stock agreements executed as follows:
Name Grant Date Number of Shares Vesting Schedule
Xxxx X. Crown October 27, 1998 5,080 Quarterly over three years
Xxxxxxx X. Crown October 27, 1998 4,528 Quarterly over three years
Xxxxxxx X. Crown October 27, 1998 5,080 Quarterly over three years
Xxxxxxx Xxxxxxxxx October 27, 1998 906 Quarterly over three years
Xxxxxxx Xxxxxxxxx October 27, 1998 1,016 Quarterly over three years
