EXHIBIT 10.7
AMENDMENT TO
EMPLOYMENT AGREEMENT 11/17/00
THIS AMENDMENT to the "Employment Agreement 11/17/00" effective January 1, 2001
between INSIGHT DIRECT WORLDWIDE, INC. and XXXX XXXXXXX (the "Employment
Agreement") is entered into as of April 25, 2002 by and among INSIGHT SERVICES
CORPORATION ("ISC"), INSIGHT DIRECT WORLDWIDE, INC. ("IDW") and XXXX XXXXXXX
("Executive").
R E C I T A L S
A. Executive is currently employed by IDW, a wholly owned subsidiary of
Insight Enterprises, Inc. ("Parent"). (ISC is also a wholly owned subsidiary of
Parent.) The terms and conditions of such employment are set forth in the
Employment Agreement.
B. Effective as of April 25, 2002, 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
IDW, ISC and Executive contained in this Amendment, the sufficiency of which is
hereby acknowledged, IDW, ISC 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. As of the effective date of this Amendment, all references to "Company" in
the Employment Agreement shall be deemed to refer to Insight Services
Corporation rather than to Insight Direct Worldwide, Inc.
3. Delete Section 2 ("POSITION AND DUTIES") of the Employment Agreement in
its entirety and replace with the following:
"2. POSITION AND DUTIES
"(a) Job Duties. Company does hereby employ, engage and hire Executive to
serve in an executive capacity, and Executive does hereby accept and
agree to such employment, engagement, and hiring. Executive's duties
and authority during the Employment Period shall be such executive
duties as the Company's or Parent's Board of Directors (the "Board")
or President (the "President") shall reasonably determine from time
to time. Executive's title as of April 25, 2002 shall be
Co-President of the Company, and his duties as of that date shall
include responsibility for the day-to-day operations of the Company.
Such title and duties may be changed from time to time by the Board
or the President, provided that such duties and authority shall not
be materially different than the date of this agreement; further
that the authority of the Executive shall not be diminished and that
the Executive shall not be demoted. Executive will report to the
President. Executive will devote substantially all of his working
time and effort to his duties on behalf of the Company, provided
that such devotion of time shall not be materially different from
Executive's devotion of time at the date of this Agreement,
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reasonable absences because of illness, vacation, and personal and
family exigencies excepted.
"(b) Best Efforts. Executive agrees that at all times during the
Employment Period he will faithfully, and to the best of his
ability, experience and talents, perform the duties that may be
required of and from him and fulfill his responsibilities hereunder
pursuant to the express terms hereof. Executive's ownership of, or
participation (including any board memberships) in, any entity
(other than Company ) must be disclosed to the Board; provided,
however, that Executive need not disclose any equity interest held
in any public company or any private company that is not engaged in
a competing business as defined in Section 9 of this Agreement when
such interest constitutes less than one percent (1.0%) of the issued
and outstanding equity of such public or private company."
4. Add the following new Section 3(d) to the Agreement:
"(d) Incentive Compensation.
"(1) Executive may be eligible for a quarterly bonus of up to
$12,500 per quarter, which bonus may be granted in whole or in
part. Payment of such bonus shall be determined at the sole
discretion of the President of the Company.
"(2) Executive shall also be permitted to participate in such
incentive compensation plans as are adopted by the Board from
time to time. Beginning on the date hereof and continuing
through the Employment Period, Executive shall be entitled to
an incentive bonus, calculated and payable quarterly, equal to
two percent (2.00%) of the Net Earnings (as defined below) of
the Company.
"(3) For purposes of calculating Executive's incentive bonus
pursuant to this Subsection (b), "Net Earnings" shall mean the
net earnings of the Company calculated in accordance with
accounting principles generally accepted in the United States
(US GAAP). For the avoidance of doubt, Net Earnings shall be
calculated after deducting (i) the "holding company
allocation", (ii) interest, (iii) taxes and (iv) any incentive
bonus amounts for Executive and other executives of the
Company. The "holding company allocation" shall mean the
quarterly allocation of Parent's and affiliate companies'
expenses allocated to the Company by Parent and such affiliate
companies in a manner consistent with Parent's customary
practices. The amounts payable pursuant to this Subsection
3(b) shall be paid on or before thirty (30) days after the
public financial reporting by Parent at the end of the
applicable fiscal quarter.
"(4) If upon final presentation of consolidated financial
statements to Parent by Parent's outside Certified Public
Accountants, the combined "net earnings" of the Company
requires adjustment for any period for which the Executive
received an incentive bonus hereunder, then, within thirty
(30) days after such presentation, Company or Executive, as
the case may be, shall pay to the other the amount necessary
to cause the net amount of incentive bonus paid to be the
proper amount after adjustment; provided that if Executive
shall pay Company pursuant to the provisions of this clause
(3), then the amount the Executive shall pay will be reduced
by the taxes withheld by Company attributable to such amount
("Withheld Portion"), and the Company shall apply the Withheld
Portion toward Company's withholding obligations with regard
to any subsequent
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payments of Base Salary and incentive compensation made
pursuant to Sections 3(a) and 3(b) or, at Company's option,
Executive shall repay to Company any remaining amount due
within seven business days of Company's written request
therefor. Notwithstanding the foregoing, if the presentation
of consolidated financial statements referenced above occurs
more than five (5) years after the last day of the period to
which the original incentive bonus at issue applied, no
adjustments may be made pursuant to this subsection."
THIS AMENDMENT AGREED TO AND ACCEPTED BY:
ISC:
INSIGHT SERVICES CORPORATION,
an Arizona corporation
/s/ Xxxxxxx X. Crown
--------------------------------
By: XXXXXXX X. CROWN,
CHIEF EXECUTIVE OFFICER
IDW:
INSIGHT DIRECT WORLDWIDE, INC.,
an Arizona corporation
/s/ Xxxxxxx X. Crown
--------------------------------
By: XXXXXXX X. CROWN,
CHIEF EXECUTIVE OFFICER
/s/ Xxxx Xxxxxxx
------------------------------------
EXECUTIVE: XXXX XXXXXXX
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