Vice President of Sales Employment Agreement

EXHIBIT 10.9


EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") is entered into and effective as of April 25, 2002 between Comark, Inc., a Delaware corporation ("Company"), and Timothy J. McGrath ("Executive").


R E C I T A L S


Company is a wholly owned subsidiary of Insight Enterprises, Inc. ("Parent"). Executive is currently employed by Company in the position of Executive Vice-President of Sales and Marketing. Company has decided to offer Executive an employment agreement, the terms and provisions of which are set forth below.


NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:


1. TERMS OF AGREEMENT


(a) Replacement of Previous Agreements. When this Agreement becomes effective
on April 25, 2002, it will replace all previous employment agreements
between Executive and Company and/or its affiliates for all purposes. The
consideration for this Agreement and the termination of such previous
agreements is solely as stated in this Agreement and neither party shall
have any further rights or duties under such previous agreements. The
foregoing shall not diminish Executive's right, title and interest,
pursuant to the terms of the Comark, Inc. Equity Incentive/Employment
Agreement between Executive and Company dated October 13, 1999 (the
"Equity Agreement"), to payment of his "Account" (as that term is defined
in the Equity Agreement) as vested on April 25, 2002.


(b) Initial Term. Executive shall be employed by Company for the duties set
forth in Section 2 for a one-year term, commencing as of April 25, 2002
and ending on April 25, 2003 (the "Initial Term"), unless sooner
terminated in accordance with the provisions of this Agreement.


(c) Renewal Term; Employment Period Defined. On each successive day after the
commencement of the Initial Term, without further action on the part of
Company or Executive, this Agreement shall be automatically renewed for a
new one-year term dated effective and beginning upon each such successive
day (the "Renewal Term"); provided, however, that Company may notify
Executive, or Executive may notify Company, at any time, that there shall
be no renewal of this Agreement, and in the event of such notice, neither
party shall be under any obligation to renew or extend this Agreement. The
period of time commencing as of the date hereof and ending on the
effective date of the termination of employment of Executive under this or
any successor Agreement shall be referred to as the "Employment Period."


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 Parent's
President (the "President") shall reasonably determine from time to time.
Executive's initial title shall be President of Company, and his initial
duties shall include responsibility for the day-to-day operations of
Company and its operating subsidiaries, and for


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certain other of Parent's subsidiaries as directed by the President. Such
title and duties may be changed from time to time by the President. In the
absence of the President, Parent's Chief Executive Officer (the "CEO") may
assume the President's role under this Agreement, and in the absence of
the CEO the Parent's Board of Directors (the "Board") may assume such
role. Executive will devote substantially all of his working time and
effort to his duties on behalf of Company, 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 10 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.


3. COMPENSATION


(a) Base Salary. Company shall pay Executive a "Base Salary" in consideration
for Executive's services to Company at the rate of $300,000 per annum. The
Base Salary shall be payable as nearly as possible in equal semi-monthly
installments or in such other installments as are customary from time to
time for Company's executives. The Base Salary may be adjusted from time
to time in accordance with the procedures established by Company for
salary adjustments for executives, provided that the Base Salary shall not
be reduced.


(b) Incentive Compensation.


(1) Executive shall also be permitted to participate in such incentive
compensation plans as are adopted by the Board or Company 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 one and 65/100ths
percent (1.65%) of the combined Net Earnings (as defined below) of
Company and Insight Services Corporation ("ISC") (collectively, the
"Business"), provided that the Net Earnings exceed the Minimum
Amount (as defined below) for the applicable fiscal quarter. Company
and Executive understand and agree that Company's business shall
include all corporate sales divisions of Company and Insight Direct
USA, Inc. ("Insight"), and that ISC's business shall include all
services sales divisions of Company and Insight. Furthermore,
Company and Executive understand and agree that the Business will
not include any small- to medium-sized business (SMB) sales
divisions or public sector sales divisions of either Company or
Insight, which sales divisions will be moved into other subsidiaries
of Parent.


(2) For purposes of calculating Executive's incentive bonus pursuant to
this Subsection (b), "Net Earnings" shall mean the net earnings of
the Business 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 (as defined below),
(iii) taxes and (iv) any incentive bonus amounts for Executive and
other executives of the Business. The "holding company allocation"
shall mean the monthly allocation of Parent's and affiliate


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companies' expenses allocated to the Business by Parent and its
affiliate companies in a manner consistent with Parent's customary
practices, excluding any allocation of interest income associated
with the Purchase Debt (as defined below). "Interest" shall mean
interest charged on external and intercompany debt, excluding
interest charged on debt (including both external and intercompany)
totaling approximately $150 million ("Purchase Debt") created in
conjunction with the acquisition of Comark, Inc. by Insight
Enterprises, Inc. 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. For purposes of this Subsection 3(b), the term "Minimum
Amount" means an amount equal to eighty percent (80%) of the average
of the Net Earnings for the immediately preceding four fiscal
quarters ended prior to the applicable fiscal quarter.
Notwithstanding the foregoing, the Net Earnings during the second
calendar quarter of 2001 shall be deemed to be $4,591,000, during
the third calendar quarter of 2001 shall be $7,641,000, during the
fourth calendar quarter of 2001 shall be $10,655,000, during the
first calendar quarter of 2002 shall be $4,741,000, and during the
second calendar quarter of 2002 shall be the Net Earnings for May
and June 2002 only (i.e., excluding April 2002) multiplied by a
factor of 3/2. Notwithstanding any provision in this Subsection 3(b)
to the contrary, Executive's incentive bonus for the second calendar
quarter of 2002 shall be calculated pursuant to the foregoing
provisions and then multiplied by a factor of 2/3, due to the fact
that the term of this Agreement excludes most of April 2002.


(3) If upon final presentation of consolidated financial statements to
Parent by Parent's outside Certified Public Accountants, the
combined "net earnings" of the Business 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
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.


(c) Incentive and Benefit Plans. Executive will be entitled to participate in
those incentive compensation and benefit plans reserved for Company's
executives, including any such plans offered by Parent to employees of its
subsidiaries, including any stock option plans, in accordance with the
terms of such compensation and benefit plans. Additionally, Executive
shall be entitled to participate in any other benefit plans sponsored by
Company or offered by Parent to employees of its subsidiaries, including
any savings plan, life insurance plan and health insurance plan available
generally to employees of Company from time to time, subject to any
restrictions specified in, or amendments made to, such plans.


(d) Vacation. Executive shall be entitled to four (4) weeks vacation during
the calendar year, and such additional vacation time as the Board shall
approve, with such vacation to be scheduled and taken in accordance with
Company's standard vacation policies, but this provision is not intended


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to interfere with or limit Executive's discretion to determine the
appropriate time to be devoted to his duties hereunder.


(e) Stock Options. Concurrently herewith, Executive is being granted 100,000
stock options under Parent's 1998 Long-Term Incentive Plan, at a strike
price to equal the closing share price of Parent's stock on the date of
grant and vesting at 50,000 shares on April 25, 2003 and 50,000 shares on
April 25, 2004, such options to be evidenced by and subject to the
provisions in the award agreements being delivered concurrently.


4. BUSINESS EXPENSES


Company will reimburse Executive for any and all necessary, customary and usual expenses which are incurred by Executive on behalf of Company, provided Executive provides Company with receipts to substantiate the business expense in accordance with Company's policies or otherwise reasonably justifies the expense to Company.


5. DEATH OR DISABILITY


(a) Death. This Agreement shall terminate upon Executive's death. Executive's
estate shall be entitled to receive the Base Salary due through the date
of his death and any incentive compensation payable for quarters ended
prior to Executive's death, but no Base Salary or other payment or benefit
will be payable after death except as expressly provided elsewhere in this
Agreement. The determination of any bonuses or incentive compensation to
be payable for quarters ending following Executive's death will be made in
accordance with the provisions of any incentive compensation program,
practice, or policy in which Executive participates at the time of
Executive's death. If there is no written incentive compensation program,
policy, or practice in effect at the time of Executive's death, Company,
in the exercise of its discretion, may elect to pay to Executive's estate
a portion of the incentive compensation to which Executive would have been
entitled (had Executive not died) for the year in which this Agreement
terminated due to Executive's death.


(b) Disability. The Company may terminate this Agreement upon written notice
to Executive in the event of Executive's "Disability". For purposes of
this Agreement, Executive shall be deemed to have a "Disability" if, for a
minimum continuous period of six (6) months, Executive meets the
definition of "Disability" used to determine Executive's right to benefits
pursuant to the long-term disability insurance policy in place for
Company's exempt employees at the end of such six-month period and such
disability occurs due to a physical or mental injury or illness that
occurs while Executive is actively employed by Company. Notwithstanding
the foregoing, Executive shall be deemed to have a "Disability" if the
sole factor preventing Executive from otherwise meeting the definition of
"Disability" set forth above is Executive's employment and/or receipt of
compensation pursuant to this Agreement. If this Agreement is terminated
due to Executive's Disability, Executive shall receive the severance
compensation called for by Section 6B(b). Company may not terminate this
Agreement for Cause (see Section 6A) due solely to Executive's breach of
Section 2 if such breach is the result of Executive's Disability.


6A. TERMINATION BY COMPANY FOR CAUSE


(a) Termination for Cause. Company may terminate this Agreement at any time
during the Initial Term or any Renewal Terms for "Cause" upon written
notice to Executive. If Company terminates this Agreement for "Cause,"
Executive's Base Salary shall immediately cease, and Executive shall not
be entitled to severance payments, incentive compensation payments or any


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other payments or benefits pursuant to this Agreement, except for any
vested rights pursuant to any benefit plans in which Executive
participates including Executive's stock options in Parent, any accrued
compensation, any accrued vacation pay and similar items. For purposes of
this Agreement, the term "Cause" shall mean the termination of Executive's
employment by Company for one or more of the following reasons:


(1) The criminal conviction for any felony involving theft or
embezzlement from Company or any affiliate;


(2) The criminal conviction for any felony involving moral turpitude
that reflects adversely upon the standing of Company in the
community;


(3) The criminal conviction for any felony involving fraud committed
against Company, any affiliate or any individual or entity that
provides goods or services to, receives goods or services from or
otherwise deals with Company or any affiliate;


(4) Acts by Executive that constitute repeated and material violations
of this Agreement, any written employment policies of Company, or
any written directives of Company. A violation will not be
considered to be "repeated" unless such violation has occurred more
than once and after receipt of written notice from Company of such
violation; or


(5) Failure to fully cooperate in any investigation by Company or
Parent.


(b) Determination of No Cause. If Company terminates Executive for Cause, and
it is later determined at the conclusion of the Dispute Resolution process
provided in Section 11 of this Agreement that Cause did not exist, Company
will pay Executive the amount he would have received under this Agreement
if his employment had been terminated by Company without Cause, plus
interest at the Prime Rate published by the Wall Street Journal on the
date of termination. Such payments and interest shall be calculated as of
the effective date of the initial termination. Payment shall be made
within fifteen (15) days after such later determination is made.


(c) Termination by Executive without Good Reason. If Executive terminates his
employment without Good Reason as that term is defined in Subsection 7(b),
the consequences under this Agreement shall be identical to those of a
termination for Cause.


(d) Incentive Compensation. Executive shall not be entitled to receive any
incentive compensation payments for the fiscal quarter in which his
employment is terminated for Cause or any later quarters.


(e) Other Plans. Except to the extent specified in this Section 6A including
this Subsection (e), termination of Executive's employment under this
Agreement shall not affect Executive's participation in, distributions
from, and vested rights under any employee benefit plan of Company, which
will be governed by the terms of those respective plans, in the event of
Executive's termination of employment.


6B. TERMINATION BY COMPANY WITHOUT CAUSE


(a) Termination without Cause. Company also may terminate this Agreement at
any time during the Initial Term or Renewal Terms without Cause. If
Company terminates this Agreement pursuant to this Subsection, Company
shall provide Executive with ninety (90) days advance written


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notice. This Agreement shall continue during such notice period. The
termination of this Agreement shall be effective on the ninetieth (90th)
day following the day on which the notice is given. Company may, at its
discretion, place Executive on a paid administrative leave during all or
any part of said notice period. During the administrative leave, Company
may bar Executive's access to Company's offices or facilities if
reasonably necessary to the smooth operation of Company, or may provide
Executive with access subject to such reasonable terms and conditions as
Company ...