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NSIT > SEC Filings for NSIT > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for INSIGHT ENTERPRISES INC


26-Apr-2013

Change in Directors or Principal Officers, Financial Statements and Exhib


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On April 24, 2013, Insight Direct (U.K.) Limited (the "Company") and Stuart
A. Fenton, President, EMEA, entered into a Release and Transition Agreement (the "Transition Agreement"). The Transition Agreement provides for (i) the continuation of Mr. Fenton's employment as President, EMEA through December 31, 2013 at his current base salary and eligible for 2013 bonus and (ii) his continued employment on strategic projects at the direction of the CEO of Insight Enterprises, Inc. ("Insight") through March 31, 2014 (the "Separation Date") at a monthly rate of GBP 10,000. In the event that Insight has not appointed a replacement for Mr. Fenton by December 31, 2013, Insight may retain Mr. Fenton in his role as President, EMEA through his Separation Date, and, in that event, Mr. Fenton would be paid at his current base salary for such extended period of service as President, EMEA.

Following the Separation Date, the Company will make a lump sum payment to Mr. Fenton equal to two times his base salary plus the greater of (i) GBP 30,701 or
(ii) the incentive compensation paid to him under incentive compensation plans in which he participates in 2013. Mr. Fenton will continue to participate in insurance plans through his Separation Date and for a period expiring on the earlier of (x) 24 months after the Separation Date or (y) becoming eligible for substantially similar benefits.

The Transition Agreement also includes a general release and waiver of all claims and contemplates entry into a further compromise agreement on the Separation Date to confirm the arrangements in the Transition Agreement and to revise the Transition Agreement only to reflect the end of employment.

The foregoing description of the terms of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

Release and Transition Agreement dated April 24, 2013 between Insight Direct (U.K.) Limited and Stuart A. Fenton.


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