Exhibit 10.2
DATED 1 MARCH 2005
DEED OF VARIATION TO EXECUTIVE SERVICE AGREEMENT
Exhibit 10.2
THIS DEED IS MADE THE 1ST DAY OF MARCH 2005
BETWEEN:
(1) INSIGHT DIRECT (UK) LIMITED a company registered in England with number
2579852 whose registered office is at Technology Xxxxxxxx, Xxxxxxx Xxxxxx,
Xxxxx Xxxxxx Xxxxxxxxx X0 0XX ("Company"); and
(2) XXXXXX XXXXXX of 0 Xx Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxx XX00 0XX
("Executive").
Company and Executive are parties to that certain Executive Service
Agreement between Company and Executive made the 12th day of September
2002 (the "Original Agreement").
THE PARTIES AGREE as follows:
1. DEFINITIONS
In this agreement capitalized terms shall have the meanings given them in
the Original Agreement unless the context otherwise requires.
2. COMMENCMENT
The amendments to the Original Agreement set out in this Deed shall be
deemed to take effect from 1st July 2004.
3. AMENDMENT
Clause 6.3 of the Original Agreement shall be deleted in its entirety and
replaced by the following wording:
The Executive may, at the discretion of the Company, receive a bonus from
time to time. Any bonus will be paid in accordance with and subject to the
bonus provisions determined from time to time by and at the absolute
discretion of the President IEI or the Chief Executive Officer of Insight
Enterprises, Inc. ("IEI"). Up to 30 June 2004, the Executive shall be paid
a bonus equal to two percent (2%) of the quarterly profit after tax ("Net
Earnings") of the Insight UK operating segment (as that term is used by
IEI in its filings with the United States Securities and Exchange
Commission) as calculated in accordance with IEI's accounting policies.
From and after 1 July 2004, the Executive shall be paid a bonus equal to
two percent (2%) of the quarterly Net Earnings of the Insight UK operating
segment, as calculated in accordance with IEI's accounting policies with
such amount increased or decreased, as applicable, for any adjustments
pertaining to
1
Exhibit 10.2
the Insight UK operating segment which are reflected in the tabular
reconciliation of financial measures prepared in accordance with United
States generally accepted accounting principles ("GAAP") to non-GAAP
financial measures in the quarterly press releases of the results of
operations of IEI. The accounting policies used in calculating Net
Earnings shall be consistent with the accounting policies applied to the
direct marketing subsidiaries of IEI. This bonus shall be subject to and
conditional upon the quarterly Net Earnings of the Insight UK operating
segment being equal to or greater than at least 80% of the trailing four
(4) quarters' average (from and after 1 July 2004, for the purpose of this
bonus calculation, historical periods shall be adjusted in the same manner
as current periods). This bonus shall be calculated by the Company and
paid quarterly in arrears. The President IEI or the Chief Executive
Officer of IEI may vary any bonus scheme, at his or their sole discretion,
on 30 days notice.
4. NO OTHER AMENDMENTS
All other terms and conditions of the Original Agreement shall remain in
full force and effect without amendment.
EXECUTED AS A DEED BY THE PARTIES SIGNING BELOW
SIGNED as a DEED for and on behalf of )
INSIGHT DIRECT (UK) LIMITED )
/s/ Xxxxx Xxxxxxxxxx
SIGNED and DELIVERED as a DEED )
by XXXXXX XXXXXX ) /s/ Xxxxxx Xxxxxx
in the presence of: )
Witness
Signature: /s/ Xxxxxxx Xxxxxx
Witness
Name: Xxxxxxx Xxxxxx
Witness
Address:
Witness
Occupation:
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