UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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INSIGHT ENTERPRISES, INC.

(Name of Registrant as Specified In Its Charter)

 

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INSIGHT ENTERPRISES, INC.

6820 South Harl Avenue
Tempe, Arizona 85283

May 18, 2011

TO OUR STOCKHOLDERS:

You are cordially invited to attend the Insight Enterprises, Inc. 2011 annual meeting of stockholders on Wednesday, May 18, 2011, at 11:00 a.m. Mountain Standard Time, at our client support center, 910 West Carver Road, Suite 110, Tempe, Arizona 85284, for the following purposes:

(1)

To elect three Class II directors to serve until the 2014 annual meeting of stockholders or until their respective successors have been duly elected and qualified;

(2)

To hold an advisory vote on the compensation of our named executive officers;

(3)

To hold an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers;

(4)

To approve our Amended 2007 Omnibus Plan;

(5)

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2011; and

(6)

To transact such other business as may properly come before the annual meeting or any adjournment of the meeting.

These items are more fully described in the enclosed proxy statement.

Each outstanding share of our common stock entitles the holder of record at the close of business on March 25, 2011 to receive notice of and to vote at the annual meeting or any adjournment or postponement of the meeting. Shares of common stock can be voted at the annual meeting only if the holder is present in person or by valid proxy. A copy of our annual report on Form 10-K is enclosed.

		By Order of the Board of Directors,
		/s/ Steven R. Andrews
Tempe, Arizona		Steven R. Andrews
April 13, 2011		General Counsel and Secretary

YOU MAY VOTE YOUR SHARES BY TELEPHONE, VIA THE INTERNET OR BY MAIL BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, YOU SHOULD NOT RETURN YOUR PROXY CARD. IF YOU CHOOSE TO VOTE BY MAIL, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE YOUR SHARES ARE VOTED AT THE MEETING BY SUBMITTING WRITTEN NOTICE OF REVOCATION TO THE CORPORATE SECRETARY OF INSIGHT ENTERPRISES, INC. OR BY SUBMITTING ANOTHER TIMELY PROXY BY TELEPHONE, INTERNET OR MAIL. IF YOU ARE PRESENT AT THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, AND THE PROXY WILL NOT BE USED. IF YOU HOLD SHARES THROUGH A BROKER OR OTHER CUSTODIAN, PLEASE CHECK THE VOTING INSTRUCTIONS USED BY THAT BROKER OR CUSTODIAN.

INSIGHT ENTERPRISES, INC.

6820 South Harl Avenue
Tempe, Arizona 85283

PROXY STATEMENT

2011 ANNUAL MEETING OF STOCKHOLDERS

May 18, 2011

This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors of Insight Enterprises, Inc. Your vote is very important. For this reason, the Board of Directors is requesting that you allow your common stock to be represented at the annual meeting by the persons named as proxies on the enclosed proxy card. This proxy statement is being sent to you in connection with this request and has been prepared for the Board of Directors by our management. The terms “we,” “our,” “Insight” and “Company” refer to Insight Enterprises, Inc. and its subsidiaries. This proxy statement is first being sent to our stockholders on or about April 13, 2011.

GENERAL INFORMATION

Who can vote?		You are entitled to vote your common stock if our records showed that you held your shares as of March 25, 2011, the record date for our meeting. At the close of business on that date, 46,711,536 shares of common stock were outstanding and entitled to vote. Each share of common stock has one vote. The enclosed proxy card shows the number of shares that you are entitled to vote. Your individual vote is confidential. We use our transfer agent to tabulate votes, but we will not disclose your vote to others.
How do I vote?		If your common stock is held by a broker, bank or other nominee (i.e., in street name), you will receive instructions from the registered holder that you must follow in order to have your shares voted. If you hold your shares in your own name (i.e., as a holder of record), you may vote your shares by mail, by telephone or over the Internet. To vote by mail you may instruct the persons named as proxies how to vote your shares by signing, dating and mailing the proxy card in the envelope provided. You may vote by telephone or Internet 24 hours a day, 7 days a week until 12:00 p.m. (CT) on May 17, 2011. The enclosed proxy card contains instructions for telephone and Internet voting. You may also come to the meeting and vote your shares in person.
How may I revoke my		You may revoke your proxy instructions by any of the following procedures:
proxy instructions?

	1.		Send us another signed proxy with a later date;
	2.		Send a letter to our Corporate Secretary revoking your proxy before your common stock has been voted by the persons named as proxies at the meeting; or
	3.		Attend the annual meeting and vote your shares in person.

How are votes counted?		The annual meeting will be held if a majority of our outstanding shares entitled to vote is represented at the meeting. If you have returned valid proxy instructions or attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters introduced at the meeting.
		Shares of common stock represented by properly executed proxy cards received by the Company in time for the meeting will be voted in accordance with the instructions in the proxies. If you return a signed proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board of Directors, as follows:

	•		Proposal No. 1 — “FOR” the election of all Class II director nominees
	•		Proposal No. 2 — “FOR” the advisory vote on the compensation of our named executive officers
	•		Proposal No. 3 — “ONE YEAR” for the frequency of future advisory votes on the compensation of our named executive officers
	•		Proposal No. 4 — “FOR” the approval of the Amended Insight Enterprises, Inc. 2007 Omnibus Plan
	•		Proposal No. 5 — “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm

		We are not aware of any other matters to be presented at the annual meeting except for those described in this proxy statement. However, if any other matters not described in this proxy statement are properly presented at the meeting, the persons named as proxies will use their own judgment to determine how to vote your shares. If the meeting is adjourned, your shares may be voted by the persons named as proxies on the new meeting date as well, unless you have revoked your proxy instructions prior to that time.
		A “broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum for the annual meeting but are not counted for the purpose of determining the number of shares entitled to vote on any proposal in respect of which the broker or other nominee lacks discretionary authority. Broker non-votes are not considered to be shares entitled to vote and will not be considered in determining the number of votes necessary for approval and will have no affect on the outcome of any vote at the meeting to which the broker or other nominee lacks discretionary authority.

May I attend the annual meeting?		If you are a holder of record, you may attend the annual meeting. If you plan to attend the annual meeting, please indicate this when you return your proxy. If you are a beneficial owner of common stock held by a broker or bank, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from a broker or bank showing your current ownership and ownership of our shares on the record date are examples of proof of ownership. If you want to vote in person shares you hold in street name, you will have to get a proxy in your name from the registered holder before the annual meeting.
What vote is required?		With respect to Proposal No. 1 (Election of Directors), each of the three nominees for director will be elected upon the affirmative vote of the majority of votes cast with respect to the director’s election, which means the number of votes cast “for” a director nominee must exceed the number of votes “withheld” for that director nominee. Any incumbent director nominee who is not elected by majority vote shall offer to tender his or her resignation to the Board, and the Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. In such a situation, the Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind its decision within 90 days from the date of the certification of the election results. In the event of a contested election, director nominees who receive the most votes will be elected.
		Proposal No. 2 (Advisory Vote on the Compensation of our Named Executive Officers), Proposal No. 4 (Approve the Amended Insight Enterprises, Inc. 2007 Omnibus Plan), and Proposal No. 5 (Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm) will be adopted upon the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote on such proposal, present in person or represented by proxy at the annual meeting. With respect to Proposal No. 3 (Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers), the Board will consider the frequency option (i.e., every one year, every two years, or every three years) that receives the most votes as the preferred option.
		With the exception of Proposal No. 1 and Proposal No. 3, in determining whether each of these proposals has received the requisite number of affirmative votes, abstentions will have the same effect as a vote cast against the proposal. Abstentions will have no effect on Proposal No. 1 and Proposal No. 3.
		Broker non-votes shall not be treated as votes cast and will have no effect on any of the proposals.

Who pays the cost of this proxy solicitation?		We will pay the cost of this proxy solicitation. We will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy material to their principals and obtaining their proxies. We will solicit proxies by mail, except for any incidental personal solicitation made by our directors, officers and employees, for which they will not be paid. We have retained Georgeson Inc. to assist us in the distribution and solicitation of proxies. We estimate that we will pay Georgeson Inc. approximately $11,000, plus reimbursement of out-of-pocket expenses, for its services.
Who should I call if I have questions? How may I receive a copy of Insight’s annual report on Form 10-K?		If you have questions about the annual meeting or voting, please call our Corporate Secretary, Steven R. Andrews, at (480) 333-3049. A copy of our annual report on Form 10-K for the year ended December 31, 2010 is enclosed. Insight will mail without charge, upon written request, another copy of our annual report on Form 10-K for the year ended December 31, 2010, including the consolidated financial statements, schedules and list of exhibits, and any particular exhibit specifically requested. Requests should be addressed to our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283. Our annual report on Form 10-K is also available at www.insight.com.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

There are three Board nominees for re-election to our Board this year: Larry A. Gunning; Robertson C. Jones; and Kenneth T. Lamneck. All are Class II directors. Messrs. Gunning and Jones have both served as directors since 1995. Mr. Lamneck was appointed as a Class II director effective January 1, 2010 and will stand for election at the 2011 annual meeting of stockholders. Messrs. Gunning and Jones each qualify as an “independent director” as defined in NASDAQ Marketplace Rule 5605(a)(2), and Mr. Lamneck is our Chief Executive Officer. Unless otherwise instructed, the proxy holders will vote for the election of Messrs. Gunning, Jones and Lamneck.

Each of the nominees was nominated by the Nominating and Governance Committee and has agreed to be named in this proxy statement and serve if elected, and we know of no reason why any of the nominees would not be able to serve. However, if any nominee is unable or declines to serve as a director, or if a vacancy occurs before the election (which events are not anticipated), the proxy holders will vote for the election of such other person or persons as are nominated by the Board.

Information concerning each director nominee is set forth below, along with information about other members of our Board and about our executive officers.

Vote Required

To be elected, a director nominee must receive the affirmative vote of the majority of votes cast, meaning that the number of votes cast “for” a director nominee must exceed the number of votes “withheld” for that director nominee. Abstentions and broker non-votes will have no effect on Proposal No. 1.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR ELECTION OF THE NOMINEES

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

Our Board currently consists of nine persons, divided into three classes serving staggered terms of three years. The terms of the Class II directors will expire at the 2011 annual meeting (if re-elected, their new terms will expire at the 2014 annual meeting). Larry A. Gunning, Robertson C. Jones and Kenneth T. Lamneck are standing for re-election at the 2011 annual meeting. However, proxies may not be voted for a greater number of persons than three (the number of nominees named). The terms of the Class III and Class I directors will expire at the 2012 and 2013 annual meetings, respectively.

The names of our directors and executive officers, and information about them, including the specific qualifications of our directors, are set forth below.

Timothy A. Crown (Age 47) •   Chair of the Board •   Class III Director •   Chair of the Executive Committee		Mr. Crown has been a director since 1994 and assumed the position of Chair of the Board in November 2004. Mr. Crown has been a non-employee director since 2004. Mr. Crown, a co-founder of the Company, stepped down from the position of President and Chief Executive Officer in November 2004, positions he had held since January 2000 and October 2003, respectively. Mr. Crown is also an officer and director of various private companies, including companies in which he has made investments.
		The Board believes Mr. Crown’s experience as a co-founder of the Company gives him a unique perspective on the Company’s opportunities, operations and challenges, and on the industry in which we operate. Mr. Crown’s experience in co-founding over 20 companies in the public, private and not-for-profit sectors also brings to the Company a focus on innovation and managing growth in rapidly changing environments.
Bennett Dorrance (Age 65) •   Class I Director •   Member of the Compensation and Nominating and Governance Committees		Mr. Dorrance has been a director since 2004. Mr. Dorrance has been a Managing Director of DMB Associates, Inc., a real estate service company based in Scottsdale, Arizona, since 1984. Mr. Dorrance has served on the Board of Directors of Campbell Soup Company since 1989. The Board believes that Mr. Dorrance’s experience in real estate development and finance, and his experience as a director of a public international consumer products company, provide him with extensive knowledge of finance, capital markets, international business issues and corporate governance.

Michael M. Fisher (Age 65) •   Class I Director •   Chair of the Audit Committee •   Member of the Nominating and Governance and Executive Committees		Mr. Fisher has been a director since 2001 and is one of the Audit Committee’s designated financial experts. Mr. Fisher served as President of Power Quality Engineering, Inc., a manufacturer of specialty filters, from 1995 to 2007. Since 2007, Mr. Fisher has also served as a Director of Open Tech Alliance, Inc., a private company engaged in the development of kiosks for the self-storage industry. Mr. Fisher began his business career as a certified public accountant with Arthur Andersen in the audit division, where he last served as a Senior Audit Manager. The Board believes that Mr. Fisher’s experience as president of a specialty manufacturing company, as well as his earlier extensive global experience with Computer Associates, Inc. and his public accounting experience, brings to our Board his broad financial, managerial, operational and international expertise.
Larry A. Gunning (Age 67) •   Class II Director •   Member of the Audit and Nominating and Governance Committees		Mr. Gunning has been a director since 1995. Mr. Gunning has been Manager and Director of several petroleum wholesale and retail operations since the early 1970’s. He is also a Member and Director of Cobblestone AutoSpa, which owns and operates several full-service carwashes. The Board believes that Mr. Gunning’s entrepreneurial background brings to the Board his extensive knowledge of distribution, marketing and service operations.
Anthony A. Ibargüen (Age 52) •   Class III Director •   Member of the Nominating and Governance Committee		Mr. Ibargüen has served as a director since July 2008, and from September to December 2009, he served as our interim President and Chief Executive Officer. In October 2010, Mr. Ibargüen was appointed CEO of Quench USA, a privately-held water filtration company. From 2004 to 2008, Mr. Ibargüen was President and CEO of Alliance Consulting Group, a privately-held IT consulting firm. From October 2003 through December 2007, Mr. Ibargüen served as a director of C-COR Inc., a publicly held global on-demand network solutions provider to the cable industry, and he has served as a Director of CODi Inc., a manufacturer and supplier of laptop bags and cases, mobile security and accessories since January 2006.
		The Board believes that Mr. Ibargüen’s 25 years of experience in the IT industry and extensive knowledge of global enterprise management, finance, product distribution, value-added services and capital markets brings valuable perspective to the Board.

Robertson C. Jones (Age 66) •   Class II Director •   Chair of the Nominating and Governance Committee •   Member of the Compensation Committee		Mr. Jones has been a director since 1995. From 1992 through 2001, Mr. Jones was Senior Vice President and General Counsel of Del Webb Corporation, a developer of master-planned residential communities. Mr. Jones’ legal career has included advising boards of directors and management as a law firm partner and as an in-house attorney, with ten years of experience as General Counsel of a NYSE-listed real estate development company and a member of its Executive Management Committee. The Board believes his background provides him with unique experience in large company management, as well as legal and governance issues.
Kenneth T. Lamneck (Age 56) •   President and Chief Executive Officer •   Class II Director •   Member of the Executive Committee		Mr. Lamneck was appointed President and Chief Executive Officer of Insight effective January 1, 2010. He brings more than 20 years of industry experience to the Company. Since 2004, Mr. Lamneck served as President, the Americas, at Tech Data Corporation where he led operations in the United States, Canada and Latin America. From 1996 to 2003, he held various executive management positions at Arrow Electronics, including President of Arrow/Richey Electronics and President of Arrow’s Industrial Computer Products business. Mr. Lamneck serves as our President and Chief Executive Officer, and the Board believes it is appropriate for him to be a member of the Board.
Kathleen S. Pushor (Age 53) •   Class III Director •   Chair of the Compensation Committee •   Member of the Audit Committee		Ms. Pushor has been a director since September 2005. Ms. Pushor has operated an independent consulting practice since June 2009. From 2006 through June 2009, she served as President and Chief Executive Officer of the Greater Phoenix Chamber of Commerce. From 2003 to 2005, Ms. Pushor served as Chief Executive Officer of the Arizona Lottery. From 1999 to 2002, Ms. Pushor operated an independent consulting practice in the technology distribution sector. During the period from 1998 to 2005, Ms. Pushor was a member of the Board of Directors of Zones, Inc., a direct marketer of IT products. Ms. Pushor began her business career as a certified public accountant with Coopers & Lybrand in the audit division and later served as Director of Personnel, Finance & Administration. The Board believes that Ms. Pushor’s industry knowledge and perspective, background in public accounting, experience as a public company director and leadership experience from her many years as a CEO in the public sector bring valuable insights to the Board.

Robert F. Woods (Age 56) •   Class I Director •   Member of the Audit and Compensation Committees		Mr. Woods was appointed a director in July 2009 and is one of the Audit Committee’s designated financial experts. Mr. Woods joined SunGard Data Systems, Inc. as its Chief Financial Officer on January 1, 2010. From 2004 through 2009, Mr. Woods was Senior Vice President and Chief Financial Officer of IKON Office Solutions, Inc. He joined IBM Corporation in 1995, became Vice President and Treasurer of IBM in 2000 and served as Vice President and Controller from 2002 to 2004. Mr. Woods held roles in accounting, finance, international and operational functions at E.I. DuPont de Nemours and Company from 1979 to 1995. The Board believes that Mr. Woods’ extensive financial, international and operational experience in industry-leading technology and innovative companies brings financial, industry and international expertise to our Board.
Steven R. Andrews (Age 58) •   General Counsel and Secretary		Mr. Andrews joined Insight in September 2007 as our General Counsel and was appointed Secretary in November 2007. From February 2009 through 2010, Mr. Andrews was also our Chief Administrative Officer. Prior to joining Insight, Mr. Andrews was Senior Vice President, Law and Human Resources of ShopKo Stores, Inc. from 2002 to 2006. Prior to joining ShopKo, Mr. Andrews served as Senior Vice President, General Counsel and Secretary of PepsiAmericas, Inc. from 1999 through 2001.
Glynis A. Bryan (Age 52) •   Chief Financial Officer		Ms. Bryan joined Insight in December 2007 as our Chief Financial Officer. Prior to joining Insight, Ms. Bryan served as Executive Vice President and Chief Financial Officer at Swift Transportation Co., Inc. from April 2005 to May 2007. Prior to joining Swift, Ms. Bryan served as Chief Financial Officer at APL Logistics in Oakland, California and in various finance roles at Ryder System, Inc., including Chief Financial Officer of Ryder’s largest business unit, Ryder Transportation Services. Ms. Bryan is a member of the Board of Directors, the Governance Committee (Chair) and Compensation Committee of Pentair, Inc., a diversified industrial manufacturing company.
Stuart A. Fenton (Age 42) •   President — EMEA/APAC		Mr. Fenton joined Insight in October 2002 as Managing Director of Insight Direct UK Ltd. and was promoted to President of our EMEA operating segment in November 2006. In February 2009, Mr. Fenton also assumed oversight responsibility for our Asia-Pacific (“APAC”) operating segment. From 1995 to 2002, Mr. Fenton held various positions at Micro Warehouse Inc., serving most recently as the General Manager of Micro Warehouse Canada.
Michael P. Guggemos (Age 44) •   Chief Information Officer		Mr. Guggemos joined Insight in November 2010 as Chief Information Officer. From 1994 through October 2010, Mr. Guggemos held numerous positions with Motorola, Inc., having served most recently as Corporate Vice President, Information Technology.

Helen K. Johnson (Age 42) •   Senior Vice President — Treasurer and Investor Relations		Ms. Johnson joined Insight in October 2007 as Senior Vice President, Treasurer and Investor Relations. Prior to joining Insight, Ms. Johnson served from 2000 to 2007 at eFunds Corporation, a publicly held technology solutions provider to the financial institutions market, most recently as Senior Vice President, Treasurer and Investor Relations.
David C. Olsen (Age 49) •   Senior Vice President — Corporate Controller and Principal Accounting Officer		Mr. Olsen joined Insight in June 2010 as our Senior Vice President, Corporate Controller and Principal Accounting Officer. Prior to joining Insight, he served as the Corporate Controller and Senior Finance Executive for Raytheon Space Company from 2005 through 2009. Prior to Raytheon, Mr. Olsen served as Vice President Finance, Executive Officer and Corporate Controller for Conexant Systems, a semiconductor designer and manufacturer, and in various senior finance management roles with Toyota Motors USA and KPMG LLP. Mr. Olsen is a Certified Public Accountant.
Stephen A. Speidel (Age 46) •   Senior Vice President — Operations		Mr. Speidel is our Senior Vice President, Operations. From November 2007 to November 2010, Mr. Speidel also served as Chief Information Officer of Insight, and from June 2004 to November 2007, he served as Senior Vice President, Operations of our North America segment. Mr. Speidel has been employed in management positions with Insight or one of its acquired entities since November 1996. Prior to joining Insight, Mr. Speidel spent 12 years at IBM working in IBM’s services business.

CORPORATE GOVERNANCE

The Board and Its Committees

The Board of Directors held a total of eight meetings during the year ended December 31, 2010. None of our current directors attended fewer than 75% of the aggregate of Board and relevant committee meetings during 2010. The Company’s corporate governance guidelines provide that each director should make every effort to attend the Company’s annual meeting of stockholders. Eight of the Board members attended the annual meeting of stockholders in May 2010. The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, and all of these are standing committees.

The Board has determined that all of our directors, except for Mr. Lamneck, our President and Chief Executive Officer, meet the independence requirements of the Marketplace Rules of the NASDAQ Stock Market. Mr. Ibargüen, who served as our interim President and Chief Executive Officer from September to December 2009, meets the independence requirements of the Marketplace Rules of the NASDAQ Stock Market, but not with respect to service on the Audit Committee. The independent directors hold executive sessions without management present on a quarterly basis and more often as they determine appropriate.

The Executive Committee consists of Mr. Crown, Chair, and Messrs. Fisher and Lamneck. The Executive Committee is empowered to act on Board matters that arise between meetings of the full Board or matters that require immediate attention if a quorum of our Board cannot be convened. The Executive Committee did not meet in 2010. In 2008, the Board of Directors, on its own initiative, restricted the authority of the Executive Committee by expressly stating in the Executive Committee’s charter that the Executive Committee shall not exercise powers delegated to other committees of the Board or powers which, under Delaware law, may not be delegated to any committee.

The Audit Committee, established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”), consists of Mr. Fisher, Chair, Mr. Gunning, Ms. Pushor and Mr. Woods. The Audit Committee met 13 times in 2010. The Audit Committee assists the Board in fulfilling its responsibilities for generally overseeing our financial reporting processes and the audit of the Company’s consolidated financial statements, including the integrity of the consolidated financial statements and the Company’s system of internal control over financial reporting established by management, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, the performance of our internal audit function and our independent registered public accounting firm, our financial risk assessment and financial risk management, and our finance and investment functions. The Vice President of Internal Audit reports directly to the Chair of the Audit Committee. In addition, the Audit Committee reviews and discusses with the Chief Executive Officer and the Chief Financial Officer the procedures undertaken in connection with their certifications included in the Company’s annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”). The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The Audit Committee operates pursuant to a written charter, adopted by the Audit Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at www.insight.com.

The Board has determined that the responsibilities of the Audit Committee, as reflected in its charter, are in accordance with applicable SEC rules and NASDAQ Marketplace Rule(s) for audit committees. Further, the composition and attributes of its members meet the requirements of NASDAQ Marketplace Rules, including, without limitation, the independence requirements of NASDAQ Marketplace Rule 5605(c)(2)(A). All Audit Committee members possess the required level of financial literacy, and our Board has determined that Mr. Fisher and Mr. Woods, independent directors, each qualifies as an “audit committee financial expert” as defined by the SEC’s rules and regulations.

In 2010, the Compensation Committee, which consists of Ms. Pushor, Chair, and Messrs. Dorrance, Jones and Woods, met 12 times. Each member of the Compensation Committee is an “independent director” as defined in NASDAQ Marketplace Rule 5605(a)(2). The Compensation Committee is charged with: reviewing and approving the annual salary, cash incentive compensation, equity-based incentive compensation and other benefits, including perquisites, to be paid or awarded to directors and officers subject to the reporting requirements of Section 16(a) of the Exchange Act and recommending to the Board of Directors the compensation, including equity-based compensation, for non-employee directors; reviewing and recommending to the Board new equity-based incentive compensation plans and changes to existing plans; performing an annual review of the CEO’s performance and effectiveness; reviewing the Company’s talent management and succession planning for top management (other than the CEO); and reviewing and discussing the Compensation Discussion and Analysis with management and recommending to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement.

The Compensation Committee operates pursuant to a written charter, adopted by the Compensation Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at www.insight.com. See further information regarding the Compensation Committee’s responsibilities in the following section, entitled “Compensation Discussion and Analysis.”

In 2010, the Nominating and Governance Committee, which consists of Mr. Jones, Chair, and Messrs. Dorrance, Fisher, Gunning and Ibargüen, met seven times. The Nominating and Governance Committee, which recommends candidates to be nominated for election as directors at our annual meeting, regularly assesses the appropriate size of the Board, regularly reviews corporate governance principles and related policies for approval by the Board and reviews with the CEO the succession plan for the CEO and reports to the Board on the succession plan. The Nominating and Governance Committee also supervises the evaluation process for the Board of Directors, the Board committees and the Chair of the Board as well as independent self evaluations of directors and peer evaluations of directors. The Nominating and Governance Committee operates pursuant to a written charter, adopted by the Nominating and Governance Committee and approved by the Board and reviewed annually. The charter may be viewed online on our website at www.insight.com. Each member of the Nominating and Governance Committee is an “independent director” as defined in NASDAQ Marketplace Rule 5605(a)(2).

The Nominating and Governance Committee is responsible for identifying, recruiting and evaluating candidates for the Board, when appropriate, assessing the appropriate size of the Board and making recommendations to the Board regarding the membership of the committees of the Board. In evaluating Board candidates, the Nominating and Governance Committee does not have fixed requirements but will, instead, consider each candidate’s breadth of business experiences and skills, prominence and reputation in their professions, their global business perspectives, concern for the long-term interests of the stockholders and their personal ethics, integrity and judgment as well as Board diversity.

The Nominating and Governance Committee charter provides that the Nominating and Governance Committee is responsible for reviewing criteria for Board membership. The charter provides that the Nominating and Governance Committee shall, when screening potential Board candidates, give due consideration to breadth of business experiences and skills, diversity, prominence and professional reputation, global business perspective, concern for the long-term interests of the stockholders of the Company, personal ethics, integrity and judgment and other areas that are expected to contribute to an effective Board. Diversity may encompass a candidate’s gender, race, national origin, educational and professional experiences, expertise and specialized or unique technical backgrounds and/or other tangible or intangible aspects of the candidate’s qualifications in relation to the qualifications of the then current board members and other potential candidates. The Nominating and Governance Committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, and diversity is but one of many factors the Nominating and Governance Committee may consider. This general approach has been followed in the last five appointments of directors.

Two of the nominees for director being voted upon at the annual meeting, Messrs. Gunning and Jones, are directors standing for re-election. The third nominee, Mr. Lamneck, is our Chief Executive Officer and was appointed to the Board upon commencement of his employment with Insight effective January 1, 2010. In determining to recommend the nomination for election as Class II directors of Messrs. Gunning, Jones and Lamneck, the Nominating and Governance Committee believes that, among other things, each of the nominees provides valuable oversight, contributions and perspective into the business of the Company.

The Nominating and Governance Committee will evaluate nominees recommended by stockholders in the same manner as described above. Stockholders may propose director candidates for consideration by sending the name of any recommended candidate, together with pertinent biographical information, a document indicating the candidate’s willingness to serve if elected, and evidence of the nominating stockholder’s ownership of our common stock to our Corporate Secretary at 6820 South Harl Avenue, Tempe, Arizona 85283 in accordance with the provisions set forth under the heading “Stockholder Proposals” in this proxy statement.

Stockholders wishing to communicate with the Board or with a Board member should address communications to the Board or the particular Board member, c/o Corporate Secretary, Insight Enterprises, Inc., 6820 South Harl Avenue, Tempe, Arizona 85283. The Corporate Secretary will forward communications to the individual Board member or the Board, as appropriate.

Governance Initiatives

During 2010, the Board of Directors undertook a number of governance-related initiatives. These included a thorough review of a number of the Key Agreed Principles to Strengthen Corporate Governance for U.S. Publicly Traded Companies, published by the National Association of Corporate Directors, a review and update of all Board of Directors committee charters, governance guidelines and Board-level policies, increased focus on the Company’s enterprise risk management and compliance programs and numerous other governance issues. The Nominating and Governance Committee also reviewed and enhanced its procedures for conducting evaluations for the Board of Directors, the Board committees and the Chair of the Board as well as self and peer evaluations of directors.

Majority Vote — In January 2008, the Board of Directors approved an amendment to the Company’s Amended and Restated Bylaws. The amendment changes the voting standard for the election of directors from a plurality to a majority of votes cast in uncontested elections and adds a requirement that directors who do not receive a majority vote must tender their resignation to the Board. The Board must then decide whether or not to accept their resignation.

Elimination of Stockholder Rights Plan — Also in January 2008, the Board amended the Company’s Bylaws to provide that the Company will seek stockholder approval prior to its adoption of a stockholder rights plan (commonly referred to as a poison pill), unless the Board, in the exercise of its fiduciary duties, determines that, under the circumstances existing at the time, it is in the best interests of the Company’s stockholders to adopt or extend a stockholder rights plan without delay. This amendment further provides that a stockholder rights plan adopted or extended by the Board without prior stockholder approval must provide that it will expire, unless ratified by the stockholders of the Company, within one year of adoption. The Company previously had a stockholder rights plan that expired in accordance with its terms in December 2008.

Board Leadership Structure — The Board has separated the roles of Chair of the Board of Directors and President and Chief Executive Officer. The Board has concluded that Mr. Crown is an independent Chair under relevant standards, and his experience as a co-founder of the Company gives him a unique perspective on the Company’s history, opportunities, operations and challenges and the industry in which it operates.

The Board believes that the independent directors and management have different perspectives and roles in strategy development. Independent directors bring experience, oversight and expertise from outside the Company and sometimes from outside the industry, while the Chief Executive Officer brings company-specific and industry-specific experience and expertise. The Board has therefore separated the roles of Chair of the Board of Directors and President and Chief Executive Officer to emphasize the Board’s role in overseeing the development of strategic direction and management’s role in execution of strategy.

Presiding Director — The Company’s Corporate Governance Guidelines provide that the Chair of the Nominating and Governance Committee, currently Robertson C. Jones, serves as the Presiding Director. The principal responsibilities of the Presiding Director are to:

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chair the executive sessions of the non-employee directors, as needed;

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review periodically, and propose revisions to, the Company’s Corporate Governance Guidelines and Board procedures, after consultation with the full Board;

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review and recommend to the Chair or the Corporate Secretary agenda items and materials for Board meetings; and

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perform such other roles and responsibilities as are assigned from time to time by the Nominating and Governance Committee or the full Board.

In addition, in the event of an unforeseen vacancy in the position of the Chair of the Board, the Presiding Director will serve as interim Chair of the Board for the sole purpose of calling and holding a meeting of the Board to elect a new Chair.

Risk Management

The Board has an active role, both as a whole and at the committee level, in overseeing management of the Company’s risks. The Board and the Audit Committee regularly review information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. The Company’s Compensation Committee oversees the management of the risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial risk and reviews the results of the Internal Audit function’s annual risk assessment process. The Nominating and Governance Committee oversees management of risks associated with the independence of the Board of Directors, potential conflicts of interest, and corporate governance issues. Management conducts regular quarterly assessments of risks to the enterprise and provides a comprehensive report on its results at least annually, or more frequently as necessary, to the Board of Directors. Management and the Audit Committee have also aligned the focus of the Company’s Internal Audit function to address the principal risk areas identified.

Compensation Consultants

The Compensation Committee directly retained Pay Governance, Inc. as its compensation consultant in 2010. Previously, the Compensation Committee had retained Towers Perrin, beginning in 2007. The Company retained Watson Wyatt in 2008 to provide benefit administration services. In 2009, Towers Perrin and Watson Wyatt entered into a business combination and became “Towers Watson.” Neither the Company nor the Compensation Committee was aware of any plans for this business combination. While there appeared to be no lack of independence among the compensation consultants working in the combined entity, when the Compensation Committee’s principal advisor moved to Pay Governance, Inc. in early 2010, the Compensation Committee retained Pay Governance, Inc. to provide compensation advisory services in 2010 and no longer used the services of Towers Watson. Pay Governance, Inc. is a separate corporation from and totally independent of Towers Watson. No other services were provided by Pay Governance, Inc. to the Company in 2010 outside of those performed directly for the Compensation Committee. The Compensation Committee’s Chair approves the consulting fees for services provided by any compensation consultant utilized by the Compensation Committee.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) addresses and explains the numerical and related information contained in the summary compensation tables and includes a discussion of key actions regarding executive compensation that occurred after the end of 2010, including the award of bonuses related to 2010 performance, and the adoption of our 2011 compensation programs.

Executive Summary

We believe our long-term success depends on our ability to attract and retain individuals who are committed to the Company’s strategy and core values. We have structured our executive compensation program so that the compensation of our executive officers, including our named executive officers, is tied meaningfully to the achievement of our key business objectives and the success of the Company. Accordingly, the variable compensation of our executive officers (cash incentive plan and the performance-based equity awards) is designed to align the interests of our executive officers with the interests of our stockholders and to base a substantial portion of their compensation on performance. We believe this compensation philosophy, and the program structure approved by the Compensation Committee, is central to the Company’s ability to attract, retain and motivate individuals who can achieve the results expected by our stockholders, and has provided effective “pay for performance” and alignment of the interests of management and the shareholders.

The Compensation Committee’s commitment to “pay for performance” has been in place for several years. In response to the economic downturn affecting the Company in 2008, the Compensation Committee took a number of additional steps to align the interests of executive officers with those of stockholders. For the 2008 fiscal year, the Company’s named executive officers did not earn the 60% of their cash incentive plan awards based on financial metrics and received no stock awards (for 2008, 100% of the named executive officers’ RSU awards were performance-based). In addition, in light of the continuing economic uncertainty facing the Company, the Compensation Committee, upon the recommendation of the management team and the advice of its compensation consultants, took the following additional actions:

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Base salaries were frozen at 2008 levels and remained at 2008 levels for all of 2009 and 2010;

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Cash incentive plan target awards for named executive officers and for most executives in the Company were reduced to 75% of the levels set for 2008 and remained at that level for all of 2009 and 2010;

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Equity-based incentive plan target awards for named executive officers and most executives were also reduced by significant amounts in light of economic conditions, and those specific dollar levels have remained in effect for all of 2009 and 2010 and will be kept in effect for 2011.

In contrast to the difficulties of 2008 and 2009, 2010 was an excellent year for the Company with EPS of $1.61, well in excess of internal expectations, and, therefore, executive compensation increased significantly from 2008 and 2009. For the fiscal year:

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Net sales increased 16%;

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Earnings from operations increased 135%;

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Net earnings from continuing operations increased 145%; and

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Diluted earnings per share from continuing operations increased 140%.

Entering into the 2010 fiscal year, the Compensation Committee believed that substantial uncertainty continued to face the Company and considered the targeted financial objectives to be challenging based on information available when the targets were set at the beginning of the fiscal year. Under the cash incentive plan, actual results that were equivalent to budgeted results would result in payment of 100% of “target” payments, while actual results that were 120% or more of budgeted results would result in the maximum payment, or 200% of target. For the performance-based RSUs, the maximum number of shares awarded (200%) was achievable only upon attainment of 136% or better of the budgeted level of EPS performance. Reflecting the Company’s exceptional performance in 2010, the maximum under each of the performance measures was exceeded, as can be seen from the following table:

Financial Objective		Target		Actual		% Attainment
EPS		$1.00		$1.61			161	%
EFO		$80.6 million		$124.1 million			154	%
Cash Days		23 days		18 days			128	%
International EFO		$26.9 million		$32.9 million			122	%
International Cash Days		17 days		5 days			340	%

In addition to basing a substantial amount of executive compensation on performance-based criteria, the Company has taken a number of steps and adopted policies intended to further align our executives’ interests with those of stockholders. These include:

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Stock ownership guidelines for our executive officers;

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A “clawback” policy that permits the Company to recover incentive compensation that was based on having met or exceeded performance targets if an executive officer engaged in fraud or intentional misconduct that resulted in an increase in his or her incentive compensation;

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The absence of many pay practices considered to be unfriendly to stockholders, such as extensive perquisites, guaranteed salary increases, non-performance-based bonuses (other than rare instances in which special bonuses are approved by the Compensation Committee);

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Our Compensation Committee’s compensation consultant is retained directly by the Compensation Committee, with payments to the consultant approved by the Chair of the Compensation Committee, and the Compensation Committee has taken specific actions to eliminate other services provided by the consultant to the Company;

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Our Compensation Committee has reviewed our incentive compensation programs, has discussed the concept of risk as it relates to our compensation programs, and has sought independent advice from its compensation consultant with respect to risk, and does not believe our compensation programs encourage excessive or inappropriate risk taking.

To improve the alignment of our compensation plans with the interests of the stockholders and focus on attracting and retaining qualified executives, the following changes were incorporated into the 2011 executive compensation plans:

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Based on market and peer comparison data, the Compensation Committee has awarded service-based RSUs to the named executive officers which vest ratably over four years, rather than the historical practice of a three year vesting period, and service based RSUs for all executives will have a four-year vesting period beginning in 2012;

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Reflecting the belief of management and the Compensation Committee that one of the Company’s greatest opportunities lies in increasing its share of U.S. hardware sales, the cash incentive plan has been changed to incorporate a new performance measure of “market share” for all named executive officers other than Mr. Fenton, which requires the Company to increase its share of U.S. hardware sales as measured by an independent third-party market research company;

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For 2011, the number of performance based RSUs for named executive officers will increase or decrease depending on the Company’s return on invested capital (“ROIC”), as discussed below, for the fiscal year ended December 31, 2011, on a consolidated non-GAAP basis. The Compensation Committee believes that ROIC is an effective measure of stockholder value creation; and

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In view of improved economic conditions and based on compensation survey results, the Committee has increased base salaries of the named executive officers by 3% and has restored target bonuses for the named executive officers to 2008 levels, thereby eliminating the 25% reduction in effect for 2009 and 2010.

The Compensation Committee believes its compensation philosophy has been effective in attracting and retaining key personnel while serving the interests of the stockholders. We were able to recruit and retain the Company’s current President and CEO in late 2009, and he began his service on January 1, 2010. The Compensation Committee also approved a relocation package, which provided for a buyout of Mr. Lamneck’s home based on third-party appraisals so that Mr. Lamneck’s relocation to Arizona could be expedited. The Company acquired the residence on the Gulf Coast of Florida for $2,100,000, its appraised value. The Gulf oil spill and economic conditions caused a subsequent decline in value, and the Company sold the former residence on October 15, 2010 for $1,300,000, less costs to sell, resulting in a loss to the Company of approximately $900,000.

Our Named Executive Officers

The purpose of this CD&A is to provide information about each material element of compensation that we pay or award to, or that is earned by, our named executive officers. For 2010, our named executive officers were

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Kenneth T. Lamneck, President and Chief Executive Officer

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Glynis A. Bryan, Chief Financial Officer

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Stuart A. Fenton, President, EMEA/APAC

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Steven R. Andrews, General Counsel and Secretary

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Stephen A. Speidel, Senior Vice President, Operations

Executive Compensation Philosophy and Objectives

Our long-term success depends on our ability to attract and retain individuals who are committed to the Company’s strategy and core values of client service, respect, teammate development, integrity and operational excellence. Our general philosophy of executive compensation is to offer competitive base salaries and emphasize cash and equity-based incentive compensation that:

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is competitive in the marketplace;

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permits us to attract and retain highly qualified executives;

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encourages extraordinary effort on behalf of the Company;

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rewards the achievement of specific financial, strategic and tactical goals by the Company and the individual executive that aligns the interests of management with the interests of our stockholders; and

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is financially sound.

For 2010, the Compensation Committee went to great lengths to develop an executive compensation program that was mindful of stockholder interests and expectations while at the same time being fair and motivating to our executives. In developing the 2010 compensation program described in this CD&A, the Compensation Committee spent considerable time reviewing and revising the comparison groups used in its competitive market compensation studies, with the goal of including more companies that the Company considers to be (i) our competitors for talent, customers or suppliers, and/or (ii) companies with similar business and financial characteristics, particularly in our primary comparison group. The result was a recalibration of our comparative market data, and, we believe, a more accurate basis for comparisons. The Compensation Committee also revised the 2010 cash incentive plan for its executive officers to focus more exclusively on financial metrics related to the Company’s performance in 2010, rather than subjective individual performance measures.

As discussed in more detail below, the Compensation Committee did not commission a new comparative market study in 2010 and, except for certain newly-hired executives, the comparative market data utilized for 2010 was again used as a reference point for establishing the 2011 compensation program described in this CD&A.

Compensation Consultants and Benchmarking

The Compensation Committee utilizes management to help it carry out its responsibilities, consults with other members of the Board in connection with its decision making, as appropriate, and has consistently over time engaged independent consultants to assist it in fulfilling its responsibilities. The Compensation Committee has the authority to obtain advice and assistance from, and receives appropriate funding from the Company for, outside advisors as the Compensation Committee deems necessary to carry out its duties. In 2009, the Compensation Committee had retained Towers Watson, a global human resources consulting firm, as its independent compensation consultant to advise the Compensation Committee on all matters related to executive compensation. In late 2009, Towers Watson provided a competitive analysis of the compensation of the Company’s most senior executives, including the Company’s named executive officers. Although the Compensation Committee did not obtain an updated competitive analysis in 2010 for reference in setting 2011 executive compensation, the Compensation Committee plans to obtain such analyses at least every other year.

The Compensation Committee began its process of setting executive compensation for 2011 in early 2010. Pay Governance, Inc. advised the Compensation Committee on a wide range of issues, including market studies at the time of hire for specific positions, such as the Chief Information Officer and the Principal Accounting Officer.

Towers Watson’s 2009 study, which was used to set both 2010 and 2011 executive compensation levels, measured the competitiveness of the Company’s compensation relative to two groups of companies (the “comparison groups”). The comparison groups were approved by the Compensation Committee based upon management’s and the Compensation Committee’s concerted review of competitors and relevant industry comparisons, and on the advice of Towers Watson. The primary characteristics of the revised comparison groups were (i) the inclusion of more companies that we consider to be our competitors, particularly with respect to competition for talent, customers or suppliers, and/or (ii) a focus on companies with more comparable business and financial characteristics. Comparison Group One, which is considered to be the primary comparison group, includes 12 publicly-traded product and service competitors and suppliers and other enterprises which may compete with the Company for executive talent, customers or suppliers, and/or which have generally comparable financial characteristics. Comparison Group Two includes 12 publicly-traded technology companies in the computer, software and services industry, many of which are significantly larger than Insight. Because of the large variance in size among the companies in Comparison Group Two, Towers Watson adjusted the compensation data for Comparison Group Two to reflect the revenue size of the Company. This size-adjusted data was used as a basis of comparison of compensation between Insight and the companies in Comparison Group Two. As neither group was limited exclusively to companies that are merely competitors or to those that are close comparisons in terms of sales and market capitalization, the Company does not necessarily consider these groups to be comparison groups for other purposes.

The companies included in Comparison Group One in the Towers Watson analysis were as follows:

Comparison Group One (the primary comparison group)

Agilysys, Inc.		Office Depot, Inc.
Anixter International, Inc.		PC Connection, Inc.
Arrow Electronics, Inc.		PC Mall, Inc.
Avnet, Inc.		SYNNEX Corp.
Brightpoint, Inc.		Tech Data Corp.
Ingram Micro, Inc.		Unisys Corp.

The companies included in Comparison Group Two, were as follows:

Comparison Group Two

Adobe Systems, Inc.		International Business Machines Corp.
Apple, Inc.		Lexmark International, Inc.
Cisco Systems, Inc.		Microsoft Corp.
Dell Inc.		Seagate Technology
EMC Corp. (Mass)		Symantec Corp.
Hewlett-Packard Co.		Xerox Corp.

The Towers Watson study provided the Compensation Committee with data for base salary, annual cash incentives and long-term equity-based incentive compensation on an aggregate basis for the combined comparison groups. The study showed that total target compensation for 2010 was positioned between the 25^th percentile and slightly above the median. With respect to total cash compensation for 2010, which included base salaries and target cash incentive compensation, the Towers Watson study showed that the Company was, with variations from position to position, competitive, with base salary levels competitive and actual total target cash compensation levels near the median. With respect to long-term equity-based incentive compensation, the Towers Watson study generally indicated that the Company’s target total compensation for 2010, which included the grant date fair value of the 2010 stock awards to the Company’s executives, was at competitive levels.

The Compensation Committee also used the 2009 Towers Watson study in addition to other relevant sources of information, such as existing pay levels and other publicly available information about trends in executive compensation, in setting compensation for executives for 2011. Additionally, Pay Governance, Inc. advised the Compensation Committee and the Company regarding executive compensation programs generally and provided advice on trends in compensation.

Compensation Programs Design

The principal components of compensation for the Company’s named executive officers are:

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base salary and benefits;

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short-term cash incentive compensation; and

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long-term equity-based incentive compensation.

As a result of our executive compensation philosophy, a significant percentage of total potential compensation is allocated to incentive compensation. The Company has allocated between cash and equity, and between short-term and long-term incentive compensation, based on the comparisons to other companies and market data as discussed above. Moreover, the different elements of compensation are designed to support and encourage varying performance levels and behaviors that the Compensation Committee believes will contribute favorably to Company performance in the period covered by each plan, consistent with the Compensation Committee’s commitment to pay for performance.

In setting 2010 executive compensation, the Compensation Committee reviewed the comparison groups to ensure that the market comparisons for the primary comparison group included companies with similar business and financial characteristics (as discussed above). This resulted, in general, in placing the Company in a comparison group with lower overall compensation, which the Compensation Committee believes is a more accurate and fair comparison group. Because of the continued economic uncertainty, base salaries for the Company’s Section 16 officers for 2010 remained the same (with one exception) as in 2009 (which were the same as in 2008), and the target cash incentive compensation for the Company’s Section 16 officers remained the same as in 2009, which continued with the 25% reduction from the target incentive award levels in 2008. As discussed more fully below, the target value of equity awards increased for 2010 (although the number of shares awarded to each officer decreased due to the increase in the price of the Company’s common stock in 2010 over the 2009 level at the time of grant), due to the Compensation Committee’s desire to maintain overall competitive levels of compensation and increase retention value by granting service and performance-based RSUs.

For 2011, the Compensation Committee reviewed the same competitive market data utilized in 2010. However, given the improvement in the current economic outlook, the Compensation Committee decided to increase (i) base salaries for its Section 16 officers by 3% (with one exception) and (ii) cash incentive compensation targets for the Company’s Section 16 officers to correspond to target cash incentive amounts prior to the 25% reduction that had been implemented in 2009 (with one exception). The target values of equity awards for 2011 remained equal to 2010 values for Section 16 officers (although the number of shares awarded to each officer decreased due to the increase in the price of the Company’s common stock in 2011 over the 2010 level at the time of grant), due to the Compensation Committee’s desire to maintain overall competitive levels of compensation by granting service and performance-based RSUs. Further, in order to align with peer group comparisons and enhance retention value, the Compensation Committee extended the vesting period for the 2011 service-based equity awards from three years to four years.

Base Salary and Benefits

Base salary and benefits are designed to attract and retain executives by providing a fixed compensation based on competitive market practices. This component of compensation is designed to reward an executive’s core competency in his or her position relative to skills, experience and expected contributions to the Company and to provide the executive with a fair, predictable and reliable component of compensation for his or her service.

The Compensation Committee reviews base salaries annually and, in 2010 and prior years, generally targeted base pay for executive officers at or nearly at the median of the comparison groups, with adjustments, as appropriate, for tenure, performance and variations in actual position responsibilities from position descriptions in the comparison groups. The 2009 Towers Watson study concluded that 2009 base salary levels for the Company’s executive officers were generally competitive, and slightly above the median of the new combined comparison groups, although variations existed from position to position. Based on the market data and because of the difficult and continuing global economic conditions facing the Company, management recommended, and the Compensation Committee agreed, that there would be no increases in base salary for 2010, thus keeping salaries at 2008 and 2009 levels, except for an increase of $70,000 to Mr. Fenton to offset the effect to Mr. Fenton of substantial tax increases in the United Kingdom, where Mr. Fenton resides, and to maintain Mr. Fenton’s overall compensation at the previous level against the market comparisons. The approved 2011 salaries, which reflect the 3% increase described above, and the comparable 2010 salaries for named executive officers are as follows:

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Kenneth T. Lamneck, President and Chief Executive Officer — $618,000 ($600,000 — 2010);

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Glynis A. Bryan, Chief Financial Officer — $412,000 ($400,000 — 2010);

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Stuart A. Fenton, President, EMEA/APAC — $473,354 ($459,567 — 2010) 1;

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Steven R. Andrews, General Counsel and Secretary — $293,550 ($285,000 — 2010); and

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Stephen A. Speidel, Senior Vice President, Operations — $278,100 ($270,000 —2010).

Our named executive officers participate in benefit plans generally available to all of our teammates, including medical, health, life insurance and disability plans. Our named executive officers other than Mr. Fenton are also eligible to participate in the Company’s 401(k) plan, and receive Company matching contributions, to the extent made by the Company, which are generally available to our teammates. Beginning January 1, 2008, our named executive officers other than Mr. Fenton are also eligible to participate in the Company’s Nonqualified Deferred Compensation Plan, which is discussed below in more detail under the caption “Nonqualified Deferred Compensation Plan.” Mr. Fenton also receives an automobile allowance, which is a benefit generally available to executives in the United Kingdom. These benefits are part of our broad-based total compensation programs offered in the geography in which each of the executives resides.

Short-Term Cash Incentive Compensation

The Compensation Committee views cash incentive compensation as a means of closely tying a significant portion of the total potential annual cash compensation for executives to the financial and operational performance of the Company, or the portion of the Company for which the executive has management responsibility, depending on the executive’s position.

For 2010, our cash incentive plan focused exclusively on defined financial objectives of the Company. All officers subject to Section 16(a) of the Exchange Act, including our named executive officers, have an annual cash incentive plan. The financial objectives for each Section 16 Officer are approved by the Compensation Committee and are set at the beginning of the year. These objectives and goals are integrated into the overall cash incentive plans for the Company’s management employees throughout the organization to foster a team environment where the entire Company is focused on the same or similar set of objectives and goals.

The Compensation Committee annually reviews financial objectives and target cash incentive compensation. The Compensation Committee generally targets cash incentive compensation for executive officers at or near the median of the comparison groups and adjusts, as appropriate, for tenure, performance and variations in actual position responsibilities from position descriptions in the comparison groups. The Compensation Committee utilized the 2009 Towers Watson study to set 2010 cash incentive targets, which study showed that the Company’s cash incentive compensation is competitive based on its comparison group analysis. For 2010 and 2011, the cash incentive plan was designed to reward performance relative to certain defined financial objectives of the Company.

2010 Cash Incentive Plan

For 2010, the Compensation Committee continued its emphasis on cash incentive compensation by setting cash incentive plans for executive officers so that a significant portion of total compensation would be awarded through cash incentives if performance measures were met.

The 2010 cash incentive plan (the “2010 Plan”) provided incentive award opportunities for select employees, including our named executive officers. The 2010 Plan was adopted pursuant to the Company’s 2007 Omnibus Plan, which was approved by the Company’s stockholders at the Company’s 2007 annual meeting of stockholders, and is intended to permit the Company to deduct annual incentive payments under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986 (the “Code”). For the 2010 Plan, the Company established three defined financial objectives for each executive officer and established the percentage of total cash incentive compensation to be tied to each of the three financial objectives, as follows:

																		Int’l
										Cash				Int’l				Cash
Position		EPS				EFO				Days				EFO				Days
President and Chief Executive Officer			50	%			25	%			25	%			—				—
President, EMEA/APAC			25	%			—				—				50	%			25	%
Chief Financial Officer			50	%			25	%			25	%			—				—
General Counsel and Secretary			50	%			25	%			25	%			—				—
Senior Vice President, Operations			50	%			25	%			25	%			—				—

For purposes of the 2010 Plan, “EPS” was calculated on a consolidated non-GAAP basis, with non-GAAP EPS being defined as the actual 2010 EPS from continuing operations, excluding certain items, specified and approved in advance by the Compensation Committee, that are not considered to be part of ongoing business. “EFO” was calculated on a consolidated non-GAAP basis, with non-GAAP EFO being defined as the Company’s actual 2010 earnings from operations, excluding certain items, specified and approved in advance by the Compensation Committee, that are not considered to be part of ongoing business. “International EFO” was calculated on a combined non-GAAP basis, with non-GAAP International EFO being defined as the actual combined earnings from the Company’s EMEA and APAC operations, excluding certain items specified and approved in advance by the Compensation Committee, that are not considered to be part of ongoing business. “Cash Days” was defined as days sales outstanding plus days inventory outstanding, minus days payable outstanding, all on a consolidated GAAP basis. “International Cash Days” was defined as days sales outstanding plus days inventory outstanding, minus days payable outstanding, for the Company’s EMEA and APAC operations, on a combined GAAP basis.

The 2010 Plan required that the Company or relevant operating segment achieve a certain percentage of the budgeted amounts for the particular performance measure for any payment to be made to a participant with respect to that performance measure. The budgeted levels of performance were set in conjunction with the Company’s overall annual budget process and were considered to be challenging, but achievable, given the uncertain economic environment in early 2010 and the tactical and strategic plans that had been developed for 2010. The following levels of achievement, and the corresponding levels of payment of targeted incentive compensation, were used for all of the performance measures set forth above, with 200% of target being the maximum each executive could earn:

		Below
Attainment		80%				80%				85%				90%				95%				100%				105%				110%				115%				120%
Multiplier			0	%			50	%			60	%			75	%			90	%			100	%			125	%			150	%			175	%			200	%

The budgeted target and actual financial objectives for the 2010 Plan were as follows:

Financial Objective		Target		Actual		% Attainment
EPS		$1.00		$1.61			161	%
EFO		$80.6 million		$124.1 million			154	%
Cash Days		23 days		18 days			128	%
International EFO		$26.9 million		$32.9 million			122	%
International Cash Days		17 days		5 days			340	%

Based on actual performance in 2010, as summarized above, the maximum multiplier was achieved and 200% of targeted incentive compensation was earned by each executive. The approved 2010 target and earned cash incentive compensation for each of our named executive officers were as follows:

•

Kenneth T. Lamneck, Chief Executive Officer — Target $600,000; Earned $1,200,000;

•

Glynis A. Bryan, Chief Financial Officer — Target $318,750; Earned $637,600;

•

Stuart A. Fenton, President, EMEA/APAC — Target $196,400; Earned $345,0601;

•

Steven R. Andrews, General Counsel and Secretary — Target $131,250; Earned $262,600; and

•

Stephen A. Speidel, Senior Vice President, Operations — Target $86,250; Earned $172,500.

The Compensation Committee had the ability to make discretionary awards under the 2010 cash incentive plan, however, no discretionary awards were made by the Compensation Committee for 2010.

2011 Cash Incentive Plan

For 2011, the Compensation Committee continued its emphasis on cash incentive compensation by setting cash incentive plans for executive officers so that a significant portion of total compensation will be awarded through cash incentives if performance measures are met.

The 2011 cash incentive plan (the “2011 Plan”) provides incentive award opportunities for select employees, including executive officers. The 2011 Plan was also adopted pursuant to the Company’s 2007 Omnibus Plan. Under the 2011 Plan, the Company established defined financial objectives for each of its named executive officers, and established the percentage of total cash incentive compensation to be tied to each of the specified financial objectives, as follows:

										Market				Int’l
Position		EPS				EFO				Share				EFO
President and Chief Executive Officer			50	%			25	%			25	%			—
President, EMEA/APAC			50	%			—				—				50	%
Chief Financial Officer			50	%			25	%			25	%			—
General Counsel and Secretary			50	%			25	%			25	%			—
Senior Vice President, Operations			50	%			25	%			25	%			—

For purposes of the 2011 Plan, “EPS” will be calculated on a consolidated non-GAAP basis, with non-GAAP EPS being defined as the actual 2011 EPS from continuing operations, excluding certain items, specified and approved in advance by the Compensation Committee, that are not considered to be part of ongoing business. “EFO” will be calculated on a consolidated non-GAAP basis, with non-GAAP EFO being defined as the Company’s actual 2011 earnings from operations, excluding certain items, specified and approved in advance by the Compensation Committee, that are not considered to be part of ongoing business. “International EFO” will be calculated on a combined non-GAAP basis, with non-GAAP International EFO being defined as the actual 2011 combined earnings from the Company’s EMEA and APAC operations, excluding certain items specified and approved in advance by the Compensation Committee, that are not considered to be part of ongoing business. “Market Share” will be based on data for U.S. hardware sales as provided by the NPD Group, Inc., a third-party market research company that provides market share information on the commercial purchasing of IT products sold through national corporate resellers and direct marketers.

The 2011 Plan requires that the Company or relevant operating segment achieve a certain percentage of the budgeted amounts for the particular performance measure for any payment to be made to a participant with respect to that performance measure. Therefore, it is possible that a participant will have different levels of achievement for each of the three separate performance measures, and perhaps receive no payment at all, depending on performance against the goal for such performance measure. The budgeted levels of performance were set in conjunction with the Company’s overall annual budget process and are considered to be challenging, but achievable, given the uncertain economic environment and the tactical and strategic plans that have been developed for 2011. The following levels of achievement, and the corresponding levels of payment of targeted incentive compensation, will be used for the 2011 EPS, EFO and International EFO performance measures set forth above, with 200% of target being the maximum each executive may earn:

		Below
Attainment		80%				80%				85%				90%				95%				100%				105%				110%				115%				120%
Multiplier			0	%			50	%			62.5	%			75	%			87.5	%			100	%			125	%			150	%			175	%			200	%

The following levels of achievement, and the corresponding levels of payment of targeted incentive compensation, will be used for the 2011 Market Share performance measure set forth above, with 200% of target being the maximum each executive may earn:

Basis Point		Below
Change from 2010		(120)				(120)				-				55				90				120				170				220
Multiplier			0	%			50	%			75	%			100	%			125	%			150	%			175	%			200	%

The approved 2011 target cash incentive compensation amounts for each of our named executive officers, which (for other than Mr. Lamneck) reflect the increase required to return to the target incentive award levels of 2008 (prior to the 25% reduction that had been taken in 2009 and 2010), are as follows:

•

Kenneth T. Lamneck, President and Chief Executive Officer – Target $600,000;

•

Glynis A. Bryan, Chief Financial Officer – Target $425,000;

•

Stuart A. Fenton, President, EMEA/APAC – Target $261,9001;

•

Steven R. Andrews, General Counsel and Secretary – Target $175,000; and

•

Stephen A. Speidel, Senior Vice President, Operations – Target $115,000.

1		Mr. Fenton’s 2011 target cash incentive compensation is shown in U.S. dollars for presentation in this proxy statement, but Mr. Fenton will be paid in GBP.

The target award for each of the executives is intended to define the amount that would be earned by the executive if the executive performed at an acceptable or expected level of performance and the Company achieves the budgeted financial objectives for the 2011 Plan. The Compensation Committee also sets award levels for performance below the “target” performance level and seeks to encourage outstanding executive performance by setting achievement levels above the “target” performance, up to the maximum level.

Long-Term Equity-Based Incentive Compensation

The Compensation Committee views long-term equity-based compensation as a critical component of the overall executive compensation program. The principal objectives for long-term equity-based compensation are to:

•

enhance the link among Company performance, the creation of stockholder value and long-term incentive compensation;

•

facilitate increased equity ownership by executives;

•

encourage executive retention through use of multiple-year vesting periods; and

•

provide competitive levels of total compensation to executive officers if expected levels of performance are achieved.

Long-term equity-based incentives are currently issued in the form of service and performance-based RSUs. Performance-based RSUs are issued only if predetermined annual financial performance goals are achieved and are subject to a multi-year vesting period. To encourage overachievement of targets, significant upside potential exists related to the number of RSUs ultimately issued. To encourage continued employment with the Company and enhancement of stockholder investments in the Company, the Compensation Committee elected to increase the vesting period from the three-year vesting period that was utilized for 2010 service-based awards to a four-year vesting schedule for service-based RSUs awarded in 2011. Performance-based awards will continue to vest over a three-year period. The number of performance-based RSUs ultimately issued varies based on the achievement of threshold levels of financial performance, with greater numbers of shares awarded for higher levels of financial performance. If the Company’s financial performance does not meet or exceed a set performance threshold, no performance-based RSUs are issued. All grants of equity-based compensation are currently made under the Company’s 2007 Omnibus Plan, as amended.

For 2010 and 2011, the Compensation Committee determined target equity-based incentive compensation for executive officers considering competitive comparison group data. Based on the 2009 market analysis prepared by Towers Watson, the Compensation Committee believes that our equity-based incentive compensation plan, including the use of performance-based RSUs and the target level of grants to each executive, is competitive with market practices.

In order to link equity-based incentive compensation to annual performance and to continue to align the interests of management and stockholders, the Compensation Committee initiates annual grants of equity-based incentive compensation awards to executives early in the year (as opposed to later in the year or periodically throughout the year) in connection with the annual budgeting process. Also, early in the year, the Compensation Committee will approve the annual RSU program grants as well as a pool of shares from which the Chief Executive Officer may make discretionary or new hire RSU grants throughout the year, or both, to individuals other than non-employee directors or individuals who are subject to the reporting requirements of Section 16(a) of the Exchange Act. The pool of RSUs is based on the recommendation of management and review of the overall equity compensation expense expected to be recorded in current and future years in the Company’s consolidated financial statements.

2010 Equity-Based Incentive Plan

The 2010 pool of RSUs, which were 40% service-based and 60% performance-based, was established for executive officers in February 2010 and vest annually in three equal installments beginning on February 20, 2011. The number of RSUs issued under the performance-based grants was dependent on the Company’s actual diluted EPS for the fiscal year ended December 31, 2010, on a consolidated non-GAAP diluted basis, with non-GAAP EPS being defined as actual 2010 EPS from continuing operations, excluding certain items not considered to be part of the ongoing business, as approved in advance by the Compensation Committee. For the performance-based RSUs, if the Company achieved less than 80% of its budgeted 2010 EPS, no RSUs would be issued; if the Company achieved 80% of its 2010 budgeted EPS, 50% of the target number of RSUs would be issued; if the Company achieved 100% of its 2010 budgeted EPS, 100% of the target number of RSUs would be issued; and if the Company achieved 136% or greater of its 2010 budgeted EPS goal, 200% of the target number of RSUs would be issued (without duplication). The budgeted EPS target was set in conjunction with the Company’s overall annual budget process and was considered to be challenging, but achievable, given the tactical and strategic plans that were developed for 2010. Budgeted EPS for 2010 was $1.00.

In determining the amount of equity-based incentive compensation for 2010, the Compensation Committee considered the fact that the grant date fair value of RSUs granted to senior executives under the 2009 plan was significantly lower than historical awards because of the significant decrease in the Company’s stock price in 2008 and 2009. One of the Compensation Committee’s goals in setting target awards for senior executives under the 2010 plan was to provide retention value for senior executives through stock price improvement, which the Compensation Committee believes aligns the interests of management and the stockholders. Based on a review of the competitiveness of the Company’s compensation levels with Towers Watson, the Compensation Committee believed that the approved awards for the Company’s executive officers for 2010 maintained competitive compensation levels and provided meaningful retention value. The following table sets forth the number of service-based and performance-based awards made to our named executive officers under the 2010 equity-based incentive plan:

						Performance-Based RSU Awards
						Target
						Number of
		Service-Based				Performance-
		RSUs				Based				2010								Number of
		Awarded				RSUs				Actual EPS				Award				RSUs
Named Executive Officer		(#)				(1)				(2)				Level				Issued
Kenneth T. Lamneck, President and Chief Executive Officer			52,539				78,810			$	1.65				200	%			157,620
Glynis A. Bryan, Chief Financial Officer			19,528				29,293			$	1.65				200	%			58,586
Stuart A. Fenton, President, EMEA/APAC			15,094				22,642			$	1.65				200	%			45,284
Steven R. Andrews, General Counsel and Secretary			11,310				16,964			$	1.65				200	%			33,928
Stephen A. Speidel, Senior Vice President, Operations			9,680				14,519			$	1.65				200	%			29,038

(1)		Target was based on the Company achieving 100% of its budgeted EPS goal for 2010 of $1.00.
(2)		As defined by and calculated in accordance with the 2010 equity-based incentive plan. Amount represents the Company’s actual diluted EPS for the fiscal year ended December 31, 2010, on a consolidated non-GAAP diluted basis, with non-GAAP EPS being defined as actual 2010 EPS from continuing operations, excluding certain items not considered to be part of the ongoing business, as approved in advance by the Compensation Committee.

The Compensation Committee also has the authority to issue special equity awards for retention purposes and on March 10, 2010 awarded a special RSU grant to Mr. Fenton of 56,604 shares, as a retention incentive, vesting over a five-year period, with no shares vesting on the first anniversary of the award and 25% vesting on each of the second, third, fourth and fifth anniversaries of the award.

2011 Equity-Based Incentive Plan

The 2011 pool of RSUs, which are 40% service-based and 60% performance-based, was established for executive officers on February 15, 2011. The service-based RSUs will vest in four equal installments beginning on February 20, 2012. The performance-based grants will, if earned, vest in three equal installments beginning on February 20, 2012, and the number of RSUs to be issued, if any, will increase or decrease depending on the Company’s actual Return on Invested Capital (“ROIC”) for the fiscal year ending December 31, 2011, on a consolidated non-GAAP basis, with non-GAAP ROIC being defined as actual 2011 EFO, excluding certain items not considered to be part of the ongoing business, as approved in advance by the Compensation Committee, divided by Invested Capital. Invested Capital is defined as average equity, plus average debt, less average cash balances, as reported by the Company during the year ending December 31, 2011. The averages will be computed using the five most recent quarter end balances (December 31, 2010 through December 31, 2011) and include the assumption that acquisition goodwill was not impaired and continues to be present in all periods (i.e., average equity will not be reduced for the non-cash goodwill impairment charge that was taken in 2008). For the performance-based RSUs, if the Company achieves less than 80% of its budgeted 2011 ROIC, no RSUs will be issued; if the Company achieves 80% of its 2011 budgeted ROIC, 50% of the target number of RSUs will be issued; if the Company achieves 100% of its 2011 budgeted ROIC, 100% of the target number of RSUs will be issued; and if the Company achieves 120% or greater of its 2011 budgeted ROIC goal, 200% of the target number of RSUs will be issued (without duplication). The budgeted ROIC target was set in conjunction with the Company’s overall annual budget process and is considered to be challenging, but achievable, given the tactical and strategic plans that have been developed for 2011.

In determining the amount of equity-based incentive compensation for 2011, the Compensation Committee considered its goal to provide retention value for senior executives through stock price improvement, which the Compensation Committee believes aligns the interests of management and the stockholders. Based on the Compensation Committee’s careful review with Towers Watson in 2009 of the competitiveness of the Company’s compensation levels, including its equity award levels, and on the Compensation Committee’s review of the Company’s 2011 budget and the recommendations of Pay Governance, Inc., the Compensation Committee awarded RSUs to executive officers in 2011 equal in value (as of the grant date) to the 2010 awards.

The 2011 service-based and performance-based RSUs, granted on February 20, 2011, included the following awards for our named executive officers:

						Target Number
						of
						Performance-
		Service-Based				Based RSUs
		RSUs Awarded				Awarded
Named Executive Officer		(#)				(1)
Kenneth T. Lamneck, President and Chief Executive Officer			32,751				49,127
Glynis Bryan, Chief Financial Officer			14,124				21,186
Stuart A. Fenton, President, EMEA/APAC			10,917				16,376
Steven R. Andrews, General Counsel and Secretary			8,180				12,269
Stephen A. Speidel, Senior Vice President, Operations			7,001				10,501

(1)		Target award, which is based on the Company achieving 100% of its 2011 budgeted ROIC, as defined by and calculated in accordance with the 2011 equity-based incentive plan. As discussed above, if the Company achieves less than 80% of its budgeted 2011 ROIC, no RSUs will be issued; if the Company achieves 80% of its 2011 budgeted ROIC, a total of 50% of the target number of RSUs will be issued; if the Company achieves 100% of its 2011 budgeted ROIC, a total of 100% of the target number of RSUs will be issued; and if the Company achieves 120% or greater of its 2011 budgeted ROIC goal, a total of 200% of the target number of RSUs will be issued.

Nonqualified Deferred Compensation Plan

Named executive officers other than Mr. Fenton (as well as other eligible U.S. employees) may participate in the Insight Nonqualified Deferred Compensation Plan (“Deferred Compensation Plan”), a nonqualified deferred compensation plan adopted and approved by the Compensation Committee and ratified by the Board of Directors. The Deferred Compensation Plan permits participants to voluntarily defer receipt of compensation, and participants earn a rate of return on their deferred amounts based on their selection from a variety of independently managed funds. The Company does not provide a guaranteed rate of return on these deferred amounts, and the rate of return realized depends on the participant’s fund selections and market performance of these funds. The Company does not currently make any contributions to the Deferred Compensation Plan and, other than immaterial administrative costs, incurs no expense with this program.

Severance and Change in Control Plans

Severance and change in control plans are designed to facilitate the Company’s ability to attract and retain executives as the Company competes for talented employees in a marketplace where such protections are commonly offered. Severance benefits are designed to provide benefits to ease an executive’s transition due to an unexpected employment termination by the Company due to changes in the Company’s employment needs. Change in control benefits are intended to encourage executives to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes. See further detail under the section entitled “Employment Agreements, Severance and Change in Control Plans.”

Perquisites and Executive Relocation Benefits

We provide our executive officers with relatively limited perquisites that we believe are reasonable and in the best interests of the Company. We promote wellness initiatives in our employee health insurance plans, and we provide physicals and make premium payments for long-term disability insurance for all of our named executive officers. In 2010, Mr. Lamneck’s perquisites also included the Company’s payment of expenses incurred related to his hire and relocation. Mr. Fenton was provided with an automobile allowance and private medical coverage, which are benefits generally available to management in the United Kingdom, where Mr. Fenton resides. Except for perquisites provided to Mr. Lamneck, Mr. Fenton and Mr. Andrews, which are included in the Summary Compensation Table in this proxy statement, the cost of certain perquisites and other personal benefits did not exceed $10,000 in the aggregate for either Ms. Bryan or Mr. Speidel.

In accordance with the terms of Mr. Lamneck’s employment agreement, the Company acquired his former residence on the Gulf Coast of Florida for $2,100,000 in May 2010. The price paid was based on two independent real estate appraisals performed in late January/early February of 2010, immediately subsequent to the President and CEO’s employment. The Company sold the former residence on October 15, 2010 for $1,300,000, resulting in a loss to the Company of approximately $900,000.

Stock Ownership Guidelines

On February 15, 2007, the Board, upon the recommendation of the Compensation Committee, adopted stock ownership guidelines that:

•

are designed to align the interests of key executives, Board members and stockholders;

•

provide a five-year transition period for each new executive and each new Board member to reach ownership guidelines; and

•

define which ownership interests will count towards the guidelines.

The guidelines specify that, subsequent to the five-year transition period, as of each January 1, each executive and each Board member is expected to hold Insight shares at least equal to a specified multiple of his or her annual base salary or retainer. For the President and Chief Executive Officer, two times annual base salary is required, for all other Executives, one times annual base salary is required, and for Board members, two times the annual base retainer is required. Failure to meet or to show sustained progress toward meeting the Stock Ownership Guidelines may result in a reduction in future long-term incentive grants and also may result in a requirement to retain some or all stock attained through Company grants of equity until the Stock Ownership Guidelines are attained.

Role of Executives in the Compensation Setting Process

The Compensation Committee has the overall responsibility for approving the cash-based incentive compensation for the officers that are subject to the reporting requirements of Section 16(a) of the Exchange Act. To facilitate this process, the Chief Executive Officer and other members of the management team prepare and present information and recommendations to the Compensation Committee for review, consideration and approval.

With respect to the cash compensation of all other teammates, the Compensation Committee functions in an oversight role as these decisions are considered the responsibility of management. With respect to equity-based compensation, the Compensation Committee approves the annual RSU program grants as well as the pool of available shares from which the Chief Executive Officer may make discretionary or new-hire RSU grants throughout the year, or both, to individuals other than non-employee directors or individuals who are subject to the reporting requirements of Section 16(a) of the Exchange Act. The Compensation Committee reviews reports on such discretionary grants on a quarterly basis. For all officers subject to the reporting requirements of Section 16(a) of the Exchange Act, the Chief Executive Officer and other members of the management team prepare and present information and recommendations to the Compensation Committee for review, consideration and approval of equity-based awards.

The Chief Executive Officer does not have the ability to call Compensation Committee meetings and does not attend those portions of the Compensation Committee meetings where his compensation is discussed. During 2010, the Chief Executive Officer did not meet with Pay Governance, Inc. or Towers Watson outside of Compensation Committee meetings or retain any other compensation consultant.

Executive Compensation Recovery

We have an incentive compensation recovery policy that applies to our executive officers. Under this policy, in the event of a material restatement of our financial results, we may recover from an executive officer any incentive compensation that was based on having met or exceeded performance targets if an executive officer engaged in fraud or intentional misconduct that resulted in an increase in his or her incentive compensation.

Chief Executive Officer Compensation

The Compensation Committee determines compensation for the Chief Executive Officer using the same criteria it uses for other executives, placing relatively less emphasis on base salary and, instead, creating greater performance-based opportunities for short-term and long-term incentive compensation (cash and equity, respectively).

Effective January 1, 2010, Kenneth T. Lamneck was appointed President and Chief Executive Officer and a director of the Company. The Company and Mr. Lamneck entered into an employment agreement, the terms of which are discussed in more detail under the caption “Employment Agreements, Severance and Change of Control Plans.” Pursuant to his employment agreement, Mr. Lamneck was entitled to an annual base salary of $600,000. For 2010, Mr. Lamneck’s target for the cash incentive plan was $600,000. As described above, based on the Company’s actual performance compared to its financial objectives for the 2010 Plan, Mr. Lamneck earned 200% of his target for the cash incentive plan, or $1,200,000. On February 20, 2010, Mr. Lamneck was granted, under the Omnibus Plan, 131,349 RSUs. Of these RSUs, 60% are performance-based, and 40% are service-based. As described above, based on the Company’s actual diluted EPS for the year ended December 31, 2010, Mr. Lamneck received 200% of his targeted performance-based RSUs, or 157,620 RSUs, in addition to his 52,539 service-based RSUs, for a total of 210,159 RSUs, which equated to an aggregate value of $2,784,607, based on the closing price of the Company’s common stock on February 20, 2010 (the grant date). All of the RSUs vest over a period of three years. In addition, the Company agreed to (i) compensate Mr. Lamneck for incentive compensation foregone at his previous employer, by making a one-time payment of $500,000 and a one-time award of 131,349 service-based RSUs, which equated to an aggregate value of $1,500,000, based on the closing price of the Company’s common stock on January 1, 2010 (the grant date), to vest over a period of three years and (ii) provide Mr. Lamneck relocation benefits in accordance with the Company’s relocation policy.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) generally prohibits a public company from taking an income tax deduction for compensation over $1 million paid to the principal executive officer and any one of the three highest paid executive officers (other than the principal executive officer or the principal financial officer) as of the close of the applicable taxable year, unless certain conditions are met. While the anticipated tax treatment of compensation is given some weight in making compensation decisions, the Compensation Committee has not adopted a policy of limiting awards of compensation to amounts that would be deductible under Section 162(m) because the Compensation Committee believes that awards of compensation which would not comply with the Section 162(m) requirements could at times further the long-term interests of the Company and its stockholders. Nevertheless, the Compensation Committee believes that it is important to maximize the corporate tax deductibility of executive compensation. Therefore, to help maximize the deductibility of payments made beginning in 2008, the Company sought and received stockholder approval of its 2007 Omnibus Plan.

Accounting for Stock-Based Compensation

Stock-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which the executive is required to provide service in exchange for the reward. Compensation expense related to service-based RSUs is recognized on a straight-line basis over the requisite service period for the entire award. Compensation expense related to performance-based RSUs is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards (i.e., a graded vesting basis).

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management, and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

COMPENSATION COMMITTEE:

Kathleen S. Pushor, Chair		Bennett Dorrance		Robertson C. Jones		Robert F. Woods

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, that incorporate future filings, including this proxy statement, in whole or in part, the foregoing Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any such filings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee was at any time during 2010 or at any other time an officer or employee of Insight, and no member had any relationship with Insight requiring disclosure under Item 404 of Regulation S-K. No executive officer of Insight has served on the Board or Compensation Committee of any other entity that has or has had one or more executive officers who served as a member of the Board or the Compensation Committee of Insight during 2010.

SUMMARY COMPENSATION TABLE

The table below sets forth the total compensation for services rendered to us by our principal executive officer, our principal financial officer and our three other most highly compensated executive officers. We refer to these persons as named executive officers.

The amounts shown include both amounts paid and amounts deferred, and with respect to Mr. Lamneck, the amounts shown include $2,000,000 of one-time payments and awards to compensate Mr. Lamneck, at the start of his employment with the Company on January 1, 2010, for incentive compensation foregone at his previous employer.

																		Non-Equity
																		Incentive Plan				All Other
Name and Principal										Bonus				Stock Awards				Compensation				Compensation
Position		Year				Salary ($)				($)(1)				($)(2)				($)(3)				($)(4)				Total ($)
Kenneth T. Lamneck (5) President and Chief Executive Officer			2010				600,000				500,000				3,240,375				1,200,000				114,217				5,654,592
Glynis A. Bryan			2010				400,000				—				646,878				637,600				—				1,684,478
Chief Financial Officer			2009				400,000				—				246,857				343,294				3,675				993,826
			2008				400,000				—				1,087,542				170,000				3,593				1,661,135
Stuart A. Fenton (6)			2010				459,134				—				1,307,742				345,060				29,050				2,140,986
President – EMEA/APAC			2009				351,961				—				203,915				168,355				26,801				751,032
			2008				417,318				—				1,792,568				254,311				41,072				2,505,269
Steven R. Andrews			2010				285,000				—				374,631				262,600				20,679				942,910
General Counsel and Secretary			2009				285,000				—				122,562				141,356				—				548,918
Stephen A. Speidel			2010				270,000				—				320,637				172,500				—				763,137
Senior Vice President, Operations			2009				270,000				25,000				122,562				92,891				1,057				511,510

(1)		In conjunction with Mr. Lamneck’s employment effective January 1, 2010, the Company agreed to compensate Mr. Lamneck for incentive compensation foregone at his previous employer by making a one-time payment of $500,000 in addition to the one-time award of service-based awards described below. On February 15, 2010, the Compensation Committee approved a $25,000 discretionary cash bonus for 2009 for Mr. Speidel in recognition of his work in completing a large and complex systems project in 2008 and 2009.
(2)		These amounts reflect the grant date fair value of the RSU awards granted to our named executive officers. For awards subject to performance conditions, the grant date fair value reported was based on the probable outcome of the performance conditions, determined as of the grant date.

		For 2010, the grant date fair value was calculated based on the closing price of the Company’s common stock on February 19, 2010 (the last trading day immediately preceding the grant date since the grant date was not a trading day) of $13.25 multiplied by the target number of RSU awards, as the target was considered to be the probable outcome as of the grant date. For the 60% of the 2010 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. For Mr. Lamneck, Ms. Bryan, Mr. Fenton, Mr. Andrews and Mr. Speidel, the maximum value of RSUs assuming the maximum achievement at the highest level of performance was $2,784,607, $1,035,011, $800,009, $599,404 and $513,014, respectively. As discussed in the CD&A section of this proxy statement, the actual award for 2010 was 200% of the target number of performance-based RSUs. Additionally, in conjunction with Mr. Lamneck’s employment effective January 1, 2010, the Company agreed to compensate Mr. Lamneck for incentive compensation foregone at his previous employer, by making a one-time award of 131,349 service-based RSUs, which equated to an aggregate value of $1,500,000, based on the closing price of the Company’s common stock on December 31, 2009 (the last trading day immediately preceding the grant date of January 1, 2010 since the grant date was not a trading day) in addition to the one-time cash bonus payment of $500,000 described above. On March 10, 2010, the Compensation Committee awarded a special RSU grant to Mr. Fenton of 56,604 shares as a retention incentive, vesting over a 5-year period, with no shares vesting on the first anniversary of the award and 25% vesting on each of the second, third, fourth and fifth anniversaries of the award. The grant date fair value of the special award to Mr. Fenton was calculated based on the closing price of the Company’s common stock on March 10, 2010 (the grant date) of $14.27.
		For 2009, the grant date fair value was calculated based on the closing price of the Company’s common stock on February 20, 2009 (the date of grant) of $2.75 multiplied by the target number of RSU awards, as the target was considered to be the probable outcome as of the grant date. For the 60% of the 2009 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. For Ms. Bryan, Mr. Fenton, Mr. Andrews and Mr. Speidel, the maximum value of RSUs assuming the maximum achievement at the highest level of performance would have been $394,970, $326,264, $196,099 and $196,099, respectively. The actual award for 2009 was 120% of the target number of performance-based RSUs.
		For 2008, the grant date fair value was calculated based on the closing price of the Company’s common stock on February 20, 2008 (the date of grant) of $18.87 multiplied by the target number of RSU awards, as the target was considered to be the probable outcome as of the grant date. For 2008, RSUs granted to executive officers were 100% performance-based. The maximum award attainable was 130% of the target number of RSU awards. The number of actual RSUs ultimately awarded was zero, determined by non-achievement of minimum targeted consolidated non-GAAP diluted EPS of the Company for the fiscal year ending December 31, 2008. Additionally, pursuant to her employment agreement effective December 16, 2007, Ms Bryan received an award of 15,000 serviced-based RSUs on January 10, 2008. The grant date fair value of the award that Ms. Bryan received in connection with the commencement of her employment was calculated based on the closing price of the Company’s stock on January 10, 2008 of $16.04. Pursuant to the 2008 Performance-Awarded RSU Retention Plan, Mr. Fenton received an award of 100,000 RSUs to be issued based upon achievement of specific stock price hurdles within specific timeframes. Because the performance-awarded RSUs to Mr. Fenton had a market condition, a custom Monte Carlo simulation model was used to estimate the award’s fair value at the grant date. No shares were issued under this plan in 2008, and on February 19, 2009, Mr. Fenton forfeited this award.
		For all three years for which grant date fair value is presented in the table above, no estimate of forfeitures is included in these amounts, nor were any actual forfeitures included in these amounts.
(3)		Non-Equity Incentive Plan Compensation represents bonuses earned by executives under the 2010, 2009 and 2008 cash incentive plans, respectively. The cash incentive plan compensation for 2010 was paid to the named executive officers prior to March 15, 2011.

(4)		All Other Compensation for 2010 represents payments to:

•

Mr. Lamneck for expenses incurred related to his employment and relocation benefits of $104,897, premium payments made on his behalf for long-term disability insurance and the cost of an executive health examination. In accordance with the terms of Mr. Lamneck’s employment agreement, the Company acquired his former residence on the Gulf Coast of Florida for $2,100,000 in May 2010. The price paid was based on two independent real estate appraisals performed in late January/early February of 2010, immediately subsequent to the President and CEO’s employment. The Company sold the former residence on October 15, 2010 for $1,300,000, resulting in a loss to the Company of approximately $900,000. No amounts related to the acquisition or sale of Mr. Lamneck’s former residence by the Company were included in the Summary Compensation Table.

	•		Mr. Fenton for an auto allowance of $26,979 and private medical coverage. We consider the cost of the auto allowance and private medical coverage for Mr. Fenton to be perquisites.
	•		Mr. Andrews for an executive health examination and premium payments made on his behalf for long-term disability insurance.

(5)		Mr. Lamneck was appointed President and Chief Executive Officer effective January 1, 2010. The amounts shown in the Summary Compensation Table include $2,000,000 of one-time amounts to compensate Mr. Lamneck for incentive compensation foregone at his previous employer. Mr. Lamneck’s 2010 compensation is detailed as follows:

														Non-Equity
										Stock				Incentive Plan				All Other
		Salary				Bonus				Awards				Compensation				Compensation				Total
One-time		$	—			$	500,000			$	1,500,000			$	—			$	104,897			$	2,104,897
Ongoing			600,000				—				1,740,375				1,200,000				9,320				3,549,695
Total		$	600,000			$	500,000			$	3,240,375			$	1,200,000			$	114,217			$	5,654,592

(6)		Mr. Fenton is a resident of the United Kingdom. He is paid in GBP. The amounts included in the table above were determined by multiplying the average exchange rates applicable for the quarters ended March 31, June 30, September 30, and December 31, of each year, respectively, by the compensation earned during the quarter.

Except for the perquisites to Mr. Lamneck, Mr. Fenton and Mr. Andrews detailed in footnote (4) above, the cost of certain perquisites and other personal benefits are not included because in the aggregate they did not exceed $10,000 for Ms. Bryan or Mr. Speidel.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth information regarding grants of plan-based awards made during the year ended December 31, 2010 to the named executive officers.

																																		All Other
																																		Stock				Grant Date
																																		Awards:				Fair Value of
										Estimated Future Payouts Under												Estimated Future Payouts Under												Number of				Stock and
										Non-Equity Incentive Plan Awards (1)												Equity Incentive Plan Awards (2)												Shares of				Option
		Grant				Approval				Threshold				Target				Maximum				Threshold				Target				Maximum				Stock				Awards
Name		Date				Date				($)				($)				($)				(#)				(#)				(#)				(#)(3)				($)(3)
Kenneth T. Lamneck			1/1/2010				12/14/2009				—				—				—				—				—				—				131,349				1,500,000
			—				2/15/2010				—				600,000				1,200,000				—				—				—				—				—
			2/20/2010				2/15/2010				—				—				—				—				78,810				157,620				—				1,044,233
			2/20/2010				2/15/2010				—				—				—				—				—				—				52,539				696,142
Glynis A. Bryan			—				2/15/2010				—				318,750				637,500				—				—				—				—				—
			2/20/2010				2/15/2010				—				—				—				—				29,293				58,586				—				388,132
			2/20/2010				2/15/2010				—				—				—				—				—				—				19,528				258,746
Stuart A. Fenton (4)			—				2/15/2010				—				196,400				392,800				—				—				—				—				—
			2/20/2010				2/15/2010				—				—				—				—				22,642				45,284				—				300,007
			2/20/2010				2/15/2010				—				—				—				—				—				—				15,094				199,996
			3/10/2010				3/10/2010				—				—				—				—				—				—				56,604				807,739
Steven R. Andrews			—				2/15/2010				—				131,250				262,500				—				—				—				—				—
			2/20/2010				2/15/2010				—				—				—				—				16,964				33,928				—				224,773
			2/20/2010				2/15/2010				—				—				—				—				—				—				11,310				149,858
Stephen A. Speidel			—				2/15/2010				—				86,250				172,500				—				—				—				—				—
			2/20/2010				2/15/2010				—				—				—				—				14,519				29,038				—				192,377
			2/20/2010				2/15/2010				—				—				—				—				—				—				9,680				128,260

(1)		Represents awards under the 2010 cash incentive plan discussed under the heading “2010 Cash Incentive Plan” of the CD&A in this proxy statement. The maximum estimated future payouts under non-equity incentive plan awards was computed as 200% of the target cash incentive compensation component that was based on non-GAAP earnings from operations goals (60%) and 200% of the target cash incentive compensation component that was based on individual performance goals (40%). Actual amounts are reflected in the Summary Compensation Table, and there are no future payouts related to these awards.
(2)		Pursuant to the 2010 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our named executive officers were made on February 20, 2010. For the 60% of the 2010 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. The number of actual performance-based RSUs ultimately awarded was 200% of the target, determined by over-achievement of targeted consolidated non-GAAP diluted EPS of the Company for the fiscal year ended December 31, 2010. The grant date fair values of stock and option awards are also reflected in the Summary Compensation Table.
(3)		In conjunction with Mr. Lamneck’s employment effective January 1, 2010, the Company agreed to compensate Mr. Lamneck for incentive compensation foregone at his previous employer, by making a one-time award of RSUs, which equated to an aggregate value of $1,500,000, based on the closing price of the Company’s common stock on December 31, 2009 (the last trading day immediately preceding the grant date of January 1, 2010 since the grant date was not a trading day) in addition to the one-time cash bonus payment of $500,000 described in footnote (1) to the Summary Compensation Table. The $1,500,000 fair value equated to 131,349 RSUs based on the closing price of the Company’s common stock on December 31, 2009 of $11.42.

		On March 10, 2010, the Compensation Committee awarded a special RSU grant to Mr. Fenton of 56,604 shares as a retention incentive, vesting over a 5-year period, with no shares vesting on the first anniversary of the award and 25% vesting on each of the second, third, fourth and fifth anniversaries of the award. The grant date fair value of the special award to Mr. Fenton was calculated based on the closing price of the Company’s common stock on March 10, 2010 (the grant date) of $14.27.
		The grant date fair value for the remaining annual plan-based awards was calculated based on the closing price of the Company’s common stock on February 19, 2010 of $13.25 multiplied by the target number of RSU awards, as the target was considered to be the probable outcome as of the grant date.
(4)		Mr. Fenton’s cash incentive target and maximum amounts for the 2010 cash incentive plan were translated into U.S. dollars for presentation in this proxy statement using an assumed GBP exchange rate of $1.80.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information regarding outstanding equity awards at December 31, 2010 for the named executive officers.

		Option Awards																Stock Awards
		Number				Number of
		of				Securities
		Securities				Underlying												Number of				Market Value of
		Underlying				Unexercised												Shares or Units				Shares or Units
		Unexercised				Options (#)				Option Exercise				Option				of Stock That				of Stock That
		Options (#)				Unexercisable				Price				Expiration				Have Not Vested				Have Not Vested
Name		Exercisable				(1)				($)				Date				(#)(2)				($)(3)
Kenneth T. Lamneck			—				—				—				—				341,508				4,494,245
Glynis A. Bryan			200,000				—				17.77				12/17/2012				—				—
			—				—				—				—				150,139				1,975,829
Stuart A. Fenton			—				—				—				—				172,347				2,268,087
Steven R. Andrews			—				—				—				—				78,514				1,033,244
Stephen A. Speidel			—				—				—				—				71,994				947,441

(1)		There are no unvested options outstanding as of December 31, 2010. The option awards to Ms. Bryan were made under the 2007 Plan.
(2)		Under various service-based equity incentive compensation programs, our named executive officers have received varying levels of grants of service-based RSUs and restricted stock awards that vest ratably over three years.
		Pursuant to the 2009 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our named executive officers were made in February 2009. For the 60% of the 2009 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. The number of actual performance-based RSUs ultimately awarded was 120% of the target, determined by over-achievement of targeted consolidated non-GAAP diluted EPS of the Company for the fiscal year ended December 31, 2009. As of December 31, 2009, upon the Company’s achievement of the actual non-GAAP diluted EPS amount for the fiscal year ended December 31, 2009, the RSUs effectively became service-based RSUs, vesting ratably over the three years following the grant date. All of these grants of RSUs were made under the 2007 Plan.

		Pursuant to the 2010 equity-based incentive compensation program, grants of service-based (40%) and performance-based (60%) RSUs to our named executive officers were made in February 2010. For the 60% of the 2010 awards that were subject to performance conditions, the maximum award attainable was 200% of the target number of RSU awards. The number of actual performance-based RSUs ultimately awarded was 200% of the target, determined by over-achievement of targeted consolidated non-GAAP diluted EPS of the Company for the fiscal year ended December 31, 2010. As of December 31, 2010, upon the Company’s achievement of the actual non-GAAP diluted EPS amount for the fiscal year ended December 31, 2010, the RSUs effectively became service-based RSUs, vesting ratably over the three years following the grant date. All of these grants of RSUs were made under the 2007 Plan.
(3)		Represents the value based upon the number of shares awarded multiplied by the closing price on December 31, 2010 ($13.16).

Employment Agreements, Severance and Change in Control Plans

Our current employment agreements with executives and our incentive compensation plans reflect our compensation philosophy. The employment agreements for our named executive officers provide for continually renewing terms (one year for Messrs. Lamneck, Andrews and Speidel, two years for Ms. Bryan and Mr. Fenton). Under the 2007 Plan, upon a change in control:

•

any options and SARs become fully exercisable and vested to the full extent of the original grant;

•

any restrictions and deferral limitations applicable to any restricted stock or stock units lapse;

•

all performance shares, performance units and deferred amounts will be earned and payable in full at target levels and any restrictions shall lapse; and

•

other conditions applicable to any other awards lapse, and such other awards become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant.

All other change in control benefits are “double trigger” (which means that they are triggered by two events: a change in control; plus a triggering termination under the change of control agreement), rather than “single trigger” (triggered only by a change in control).

The Company’s employment agreements with its executives comply with Section 409A of the Code (other than Mr. Fenton, who resides in the United Kingdom). The material terms of the employment agreements with our current named executive officers are as follows:

Kenneth T. Lamneck

(i)

effective as of January 1, 2010;

(ii)

a severance payment upon termination “without cause,” by Mr. Lamneck for “good reason” as those terms are defined in the agreement, or at the expiration of the term due to the Company’s issuance of a non-renewal notice. In the event of such termination and subject to a release of claims against the Company by Mr. Lamneck, he will be entitled to receive severance pay in the amount of $1,800,000, payable in 24 semi-monthly equal installments over a period of 12 months following the date of termination.

(iii)

in the event of Mr. Lamneck’s death or “disability” as such term is defined in the agreement, he or his estate shall receive payment for earned, but unpaid base salary, accrued but unused vacation, unreimbursed business expenses and any vested benefits he may be entitled to receive under any Company disability or insurance plan or other applicable employee benefit plan;

(iv)

the agreement also provides for non-disclosure by Mr. Lamneck of our confidential information and includes covenants by him not to compete with Insight or solicit its employees, suppliers or customers for a period of 12 months following termination of employment.

The table below outlines the potential payments to Mr. Lamneck upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2010:

						Stock Based
						Compensation
Triggering Event		Severance				Awards(1)				Benefits				Total
Termination Without Cause or for Good Reason as defined in the employment agreement		$	1,800,000			$	—			$	—			$	1,800,000
Change in Control – Involuntary Termination			1,800,000				2,489,221				—				4,289,221
Change in Control – Without Termination			—				2,489,221				—				2,489,221
Disability			—				—				—				—
Death			—				—				—				—

(1)		Represents the unamortized expense related to RSUs at December 31, 2010. Assuming a hypothetical date of termination of December 31, 2010, the intrinsic value of the stock awards available to Mr. Lamneck is $4,494,245, which represents the value based on the closing price of the Company’s common stock on December 31, 2010 of $13.16 per share.

Glynis A. Bryan

(i)

effective as of January 1, 2009;

(ii)

a severance payment upon termination “without cause” or termination by Ms. Bryan for “good reason,” as those terms are defined in the agreement, payable upon termination, equal to two times her annual base salary, plus one times the annual bonus during the one of the two immediately preceding fiscal years that would produce the higher award, plus a prorated portion of any current quarterly or annual bonus, plus benefits continuation until the earlier of (1) 24 months or (2) the day on which she is eligible to receive substantially similar benefits without being required to pay any premiums with respect to such benefits;

(iii)

a severance payment following a “change in control” of the Company if Ms. Bryan terminates her employment for “good reason,” or the Company terminates her employment “without cause,” as those terms are defined in the agreement, prior to the expiration of 24 months after the change in control occurs, equal to two times her highest annual base salary in effect during the term of the agreement and two times the higher annual bonus during the one of the two immediately preceding fiscal years which would produce the higher award, plus a prorated portion of any current quarterly or annual bonus, plus benefits continuation through the earlier of (1) 42 months following termination or (2) the date on which she is eligible to receive substantially similar benefits without being required to pay any premiums with respect to such benefits. All payments made following a “change in control” are to be grossed-up for Ms. Bryan’s excise taxes if the payment exceeds prescribed limits;

(iv)

in the event of Ms. Bryan’s death, her estate will be entitled to a lump sum payment equal to 90 days of her base salary and a prorated portion of any incentive compensation earned for the quarter in which her death occurred, plus a prorated bonus for the year in which her death occurs for any incentive compensation plan with annual objectives;

(v)

in the event of Ms. Bryan’s “disability” as such term is defined in the agreement, she shall receive a lump sum payment equal to 90 days of her base salary and a prorated portion of any incentive compensation earned for the quarter in which the agreement is terminated due to disability, plus a prorated bonus for the year in which the termination takes place for any incentive compensation plan with annual objectives; and

(vi)

the agreement also provides for non-disclosure by Ms. Bryan of our confidential information and includes covenants by her not to compete with Insight or solicit its employees, suppliers or customers for a period of two years following termination of employment.

The table below outlines the potential payments to Ms. Bryan upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2010:

						Stock Based
						Compensation
Triggering Event		Severance				Awards(1)				Benefits				Total
Termination Without Cause or for Good Reason as defined in the employment agreement		$	1,607,600			$	—			$	23,972			$	1,631,572
Change in Control – Involuntary Termination			1,777,600				619,200				313,822				2,710,622
Change in Control – Without Termination			—				619,200				—				619,200
Disability			737,600				—				—				737,600
Death			737,600				—				—				737,600

(1)		Represents the unamortized expense related to RSUs at December 31, 2010. Assuming a hypothetical date of termination of December 31, 2010, the intrinsic value of the stock awards available to Ms. Bryan is $1,975,829, which represents the value based on the closing price of the Company’s common stock on December 31, 2010 of $13.16 per share. Ms. Bryan’s option awards had no intrinsic value at December 31, 2010 because the exercise price for the outstanding awards was greater than the closing price of the Company’s common stock on that date.

Stuart A. Fenton

(i)

amended and restated agreement entered into as of May 18, 2010;

(ii)

a severance payment upon termination “without cause” or termination by Mr. Fenton for “good reason,” as those terms are defined in the agreement, payable upon termination, equal to two times his annual base salary, plus one times the annual bonus during the one of the two immediately preceding fiscal years that would produce the higher award, plus a prorated portion of any current quarterly or annual bonus, plus benefits continuation until the earlier of (1) 24 months or (2) the date on which he is eligible to receive substantially similar benefits without being required to pay any premium with respect to such benefits;

(iii)

a severance payment following a “change in control” of the Company if Mr. Fenton terminates his employment for “good reason,” or the Company terminates his employment “without cause,” as those terms are defined in the agreement, prior to the expiration of 24 months after the change in control occurs, equal to two times his highest annual base salary in effect during the term of the agreement and two times the higher annual bonus during the one of the two immediately preceding fiscal years which would produce the higher award, plus a prorated portion of any current quarterly or annual bonus, plus benefits continuation through the earlier of (1) 42 months following termination or (2) the date on which he is eligible to receive substantially similar benefits without being required to pay any premium with respect to such benefits;

(iv)

in the event of Mr. Fenton’s death, his estate will be entitled to a lump sum payment equal to 90 days of his base salary and a prorated portion of any incentive compensation earned for the quarter in which his death occurred, plus a prorated bonus for the year in which his death occurs for any incentive compensation plan with annual objectives;

(v)

in the event of Mr. Fenton’s “disability” as such term is defined in the agreement, he shall receive a lump sum payment equal to 90 days of his base salary and a prorated portion of any incentive compensation earned for the quarter in which the agreement is terminated due to disability, plus a prorated bonus for the year in which the termination takes place for any incentive compensation plan with annual objectives; and

(vi)

the agreement also provides for non-disclosure by Mr. Fenton of our confidential information and includes covenants by him not to compete with Insight or solicit its employees, suppliers or customers for a period of 12 months following termination of employment.

The table below outlines the potential payments to Mr. Fenton upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2010:

						Stock Based
						Compensation
Triggering Event		Severance(1)				Awards(2)				Benefits				Total
Termination Without Cause or for Good Reason as defined in the employment agreement		$	1,617,048			$	—			$	2,071			$	1,619,119
Change in Control – Involuntary Termination			1,970,768				1,157,120				7,249				3,135,137
Change in Control – Without Termination			—				1,157,120				—				1,157,120
Disability			459,844				—				—				459,844
Death			459,844				—				—				459,844

(1)		Severance payment translated into U.S. dollars using the GBP average exchange rates applicable for the quarters ended March 31, June 30, September 30, and December 31, 2010 by the compensation earned during the quarter.
(2)		Represents the unamortized expense related to RSUs at December 31, 2010. Assuming a hypothetical date of termination of December 31, 2010, the intrinsic value of the stock awards available to Mr. Fenton is $2,268,087, respectively, which represents the value based upon the closing price of the Company’s common stock on December 31, 2010 of $13.16 per share.

Steven R. Andrews

(i)

effective as of January 1, 2009;

(ii)

a severance payment upon termination “without cause” or termination by Mr. Andrews for “good reason,” as those terms are defined in the agreement, payable upon termination, equal to one times his annual base salary, plus one times the annual bonus during the immediately preceding fiscal year, plus a prorated portion of any current quarterly or annual bonus, plus benefits continuation until the earlier of (1) 12 months or (2) the day on which he is eligible to receive substantially similar benefits without being required to pay any premium with respect to such benefits;

(iii)

a severance payment following a “change in control” of the Company if Mr. Andrews terminates his employment for “good reason,” or the Company terminates his employment “without cause,” as those terms are defined in the agreement, prior to the expiration of 12 months after the change in control occurs, equal to two times his highest annual base salary in effect during the term of the agreement and two times the higher annual bonus during the one of the two immediately preceding fiscal years which would produce the higher award, plus a prorated portion of any current quarterly or annual bonus, plus benefits continuation through the earlier of (1) 24 months following termination or (2) the day on which he is eligible to receive substantially similar benefits without being required to pay any premium with respect to such benefits. In the event that payments made following a “change in control” would trigger an excise tax under the Code, the payments are to be reduced to the highest amount that would not trigger that excise tax, except that the limitation would not apply if the difference between the calculated amount (without applying the cap) and the reduced amount (after applying the cap) is greater than 25%;

(iv)

in the event of Mr. Andrews’ death, his estate will be entitled to a lump sum payment equal to 90 days of his base salary and a prorated portion of any incentive compensation earned for the quarter in which his death occurred, plus a prorated bonus for the year in which his death occurs for any incentive compensation plan with annual objectives;

(v)

in the event of Mr. Andrews’ “disability” as such term is defined in the agreement, he shall receive a lump sum payment equal to 90 days of his base salary and a prorated portion of any incentive compensation earned for the quarter in which the agreement is terminated due to disability, plus a prorated bonus for the year in which the termination takes place for any incentive compensation plan with annual objectives; and

(vi)

the agreement also provides for non-disclosure by Mr. Andrews of our confidential information and includes covenants by him not to compete with Insight or solicit its employees, suppliers or customers for a period of 12 months following termination of employment.

The table below outlines the potential payments to Mr. Andrews upon the occurrence of certain termination triggering events assuming a hypothetical effective date of termination of December 31, 2010:

						Stock Based
						Compensation
Triggering Event		Severance				Awards(1)				Benefits				Total
Termination Without Cause or for Good Reason as defined in the employment agreement		$	492,856			$	—			$	22,040			$	514,896
Change in Control – Involuntary Termination			994,068				352,022				44,080				1,390,170
Change in Control – Without Termination			—				352,022				—				352,022
Disability			212,606				—				—				212,606
Death			212,606				—				—				212,606