**EXHIBIT 10 (ss)**
**TRANSITIONAL COMPENSATION AGREEMENT**
               THIS AGREEMENT is entered into as of the       day of December, 2002 by andbetween CDW Computer Centers, Inc., an Illinois corporation, and            (the “Executive”).
**W I T N E S S E T H**
               WHEREAS, the Executive currently serves as a key employee of the Company(as defined in Section 1) and the Executive’s services and knowledge arevaluable to the Company in connection with the management of one or more of theCompany’s principal operating facilities, divisions, departments orsubsidiaries;
               WHEREAS, the Board (as defined in Section 1) has determined that it is inthe best interests of the Company and its stockholders to secure theExecutive’s continued services and to ensure the Executive’s continueddedication and objectivity in the event of any threat or occurrence of, ornegotiation or other action that could lead to, or create the possibility of, aChange in Control (as defined in Section 1) of the Company, without concern asto whether the Executive might be hindered or distracted by personaluncertainties and risks created by any such possible Change in Control, and toencourage the Executive’s full attention and dedication to the Company, theBoard has authorized the Company to enter into this Agreement; and
               WHEREAS, in order to induce the Company into entering into this Agreement,the Executive has agreed to enter into a noncompetition agreement in the formof Exhibit A hereto.
               NOW, THEREFORE, for and in consideration of the premises and the mutualcovenants and agreements herein contained, the Company and the Executive herebyagree as follows:
               1. Definitions. As used in this Agreement, the following terms shall havethe respective meanings set forth below:
               (a) “Accrued Obligations” means, as of the Date of Termination, the sum of(1) the Executive’s base salary through the Date of Termination to the extentnot theretofore paid, (2) the amount of any bonus, annual incentivecompensation, deferred compensation and other cash compensation accrued by theExecutive as of the Date of Termination to the extent not theretofore paid and(3) any vacation pay, expense reimbursements and other cash entitlementsaccrued by the Executive as of the Date of Termination to the extent nottheretofore paid. For the purpose of this Section 1(a), amounts shall bedeemed to accrue ratably over the period during which they are earned, but nodiscretionary compensation shall be deemed earned or accrued until it isspecifically approved by the Board or the Compensation Committee in accordancewith the applicable plan, program or policy.
 

 

               (b) “Board” means the Board of Directors of the Company.
               (c) “Cause” means (1) the Executive’s commission of an act materially anddemonstrably detrimental to the financial condition and/or goodwill of theCompany or any of its subsidiaries, which act constitutes gross negligence orwillful misconduct by the Executive in the performance of the Executive’smaterial duties to the Company or any of its subsidiaries, or (2) theExecutive’s commission of any material act of dishonesty or breach of trustresulting or intended to result in material personal gain or enrichment of theExecutive at the expense of the Company or any of its subsidiaries, or (3) theExecutive’s conviction of a felony involving moral turpitude, but specificallyexcluding any conviction based entirely on vicarious liability. No act orfailure to act will be considered “willful” unless it is done, or omitted to bedone, by the Executive in bad faith or without reasonable belief that theExecutive’s action or omission was in the best interests of the Company. Inaddition, no act or omission will constitute Cause unless the Company has givendetailed written notice thereof to the Executive and, where remedial action isfeasible, the Executive then fails to remedy the act or omission within areasonable time after receiving such notice.
               (d) “Change in Control” means:
               (1) the acquisition by any individual, entity or group (a “Person”),including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), ofbeneficial ownership within the meaning of Rule 13d-3 promulgated under theExchange Act, of both (x) 25% or more of the combined voting power of the thenoutstanding securities of the Company entitled to vote generally in theelection of directors (the “Outstanding Company Voting Securities”) and (y)combined voting power of the Outstanding Company Voting Securities equal to orin excess of the combined voting power of the Outstanding Company VotingSecurities held by the Krasny Family; excluding, however, the following: (A)any acquisition directly from the Company or any member of the Krasny Family(excluding any acquisition resulting from the exercise of an exercise,conversion or exchange privilege unless the security being so exercised,converted or exchanged was acquired directly from the Company or from anymember of the Krasny Family), (B) any acquisition by the Company, any member ofthe Krasny Family or any group that includes a member of the Krasny Family, (C)any acquisition by an employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company, or (D)any acquisition by any corporation pursuant to a reorganization, merger orconsolidation involving the Company, if, immediately after such reorganization,merger or consolidation, each of the conditions described in clauses (i), (ii)and (iii) of subsection (3) of this “Change in Control” definition shall besatisfied, provided that, for purposes of clause (B), if any Person (otherthan the Company or any employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company or anymember of the Krasny Family) shall, by reason of an acquisition of OutstandingCompany Voting Securities by the Company, become the beneficial owner of both(x) 25% or more of the Outstanding Company Voting Securities and (y) combinedvoting power of the Outstanding Company Voting Securities equal to or in excessof the combined voting power of the Outstanding Company Voting Securities heldby the Krasny Family, and such Person shall, after such acquisition ofOutstanding Company Voting Securities by the Company, become the beneficialowner of any additional
2

 

Outstanding Company Voting Securities and such beneficial ownership ispublicly announced, such additional beneficial ownership shall constitute aChange in Control;
               (2) individuals who, as of the date of this Agreement, constitute theBoard (the “Incumbent Board”) cease for any reason to constitute at least amajority of such Board; provided, however, that any individual who becomes adirector of the Company subsequent to the date of this Agreement whoseelection, or nomination for election by the Company’s stockholders, wasapproved by the vote of at least a majority of the directors then comprisingthe Incumbent Board shall be deemed a member of the Incumbent Board; andprovided further, that no individual who was initially elected as a director ofthe Company as a result of an actual or threatened solicitation by a person orgroup for the purpose of opposing a solicitation by any other person or groupwith respect to the election or removal of directors, or any other actual orthreatened solicitation of proxies or consents by or on behalf of any Personother than the Board shall be deemed a member of the Incumbent Board;
               (3) consummation of a reorganization, merger or consolidation unless, inany such case, immediately after such reorganization, merger or consolidation,(i) more than 50% of the combined voting power of the then outstandingsecurities of the corporation resulting from such reorganization, merger orconsolidation entitled to vote generally in the election of directors is thenbeneficially owned, directly or indirectly, by all or substantially all of theindividuals or entities who were the beneficial owners, respectively, of theOutstanding Company Voting Securities immediately prior to such reorganization,merger or consolidation, (ii) no Person (other than the Company, any employeebenefit plan (or related trust) sponsored or maintained by the Company or thecorporation resulting from such reorganization, merger or consolidation (or anycorporation controlled by the Company) and any Person which beneficially owned,immediately prior to such reorganization, merger or consolidation, directly orindirectly, 25% or more of the Outstanding Company Voting Securities)beneficially owns, directly or indirectly, both (x) 25% or more of the combinedvoting power of the then outstanding securities of such corporation entitled tovote generally in the election of directors and (y) combined voting power ofthe then outstanding securities of such corporation equal to or in excess ofthe combined voting power of the then outstanding securities of suchcorporation held by the Krasny Family and (iii) at least a majority of themembers of the board of directors of the corporation resulting from suchreorganization, merger or consolidation were members of the Incumbent Board atthe time of the execution of the initial agreement or action of the Boardproviding for such reorganization, merger or consolidation; or
               (4) consummation of (i) a plan of complete liquidation or dissolution ofthe Company or (ii) the sale or other disposition of all or substantially allof the assets of the Company other than to a corporation with respect to which,immediately after such sale or other disposition, (A) more than 50% of thecombined voting power of the then outstanding securities thereof entitled tovote generally in the election of directors is then beneficially owned,directly or indirectly, by all or substantially all of the individuals andentities who were the beneficial owners, respectively, of the OutstandingCompany Voting Securities immediately prior to such sale or other disposition,(B) no Person (other than the Company, any employee benefit plan (or relatedtrust) sponsored or maintained by the Company or such corporation (or anycorporation controlled by the Company) and any Person which beneficially owned,immediately prior to such sale or other disposition, directly or indirectly,25% or more of the Outstanding Company Voting
3

 

Securities) beneficially owns, directly or indirectly, both (x) 25% ormore of the combined voting power of the then outstanding securities thereofentitled to vote generally in the election of directors and (y) combined votingpower of the then outstanding securities thereof equal to or in excess of thecombined voting power of the then outstanding securities thereof held by theKrasny Family and (C) at least a majority of the members of the board ofdirectors thereof were members of the Incumbent Board at the time of theexecution of the initial agreement or action of the Board providing for suchsale or other disposition.
               For the avoidance of doubt, the consummation of a transaction initiated bythe Company involving the formation of a direct or indirect holding company ofthe Company for any internal legal or business purpose in which the holders ofthe outstanding voting securities of the Company become the holders of theoutstanding voting securities of such holding company in substantially the sameproportions shall not constitute a “Change in Control.”
               (e) “Company” means CDW Computer Centers, Inc., an Illinois corporation,and its successors and assigns; provided, however, that in the event of theconsummation of a transaction initiated by the Company involving the formationof a direct or indirect holding company of the Company for any internal legalor business purpose in which the holders of the outstanding voting securitiesof the Company become the holders of the outstanding voting securities of suchholding company in substantially the same proportions, all references to the“Company” herein shall be deemed to be references to the new holding company.
               (f) “Date of Termination” means (1) the effective date on which theExecutive’s employment by the Company terminates as specified in a priorwritten notice by the Company or the Executive, as the case may be, to theother, delivered pursuant to Section 10 or (2) if the Executive’s employment bythe Company terminates by reason of death, the date of death of the Executive.
               (g) “Good Reason” means, without the Executive’s written consent, theoccurrence of any of the following events after a Change in Control: (1) achange in the Executive’s reporting responsibilities, titles or offices withthe Company as in effect immediately prior to such Change in Control which isadverse to the Executive, (2) assignment of duties inconsistent with theExecutive’s position, authority, duties, responsibilities or status, or anyother action by the Company which results in a substantial diminution of suchposition, authority, duties, responsibilities or status, other than anisolated, insubstantial and inadvertent action not taken in bad faith and whichis remedied by the Company promptly after receipt of notice thereof given bythe Executive, (3) any reduction of the Executive’s base salary, bonus orincentive compensation opportunities, or benefits under any compensation orbenefit plan or program of the Company, other than an isolated, insubstantialand inadvertent reduction not made in bad faith and which is remedied by theCompany promptly after receipt of notice thereof given by the Executive, (4)any successor to the Company, by acquisition of stock or assets, by merger orotherwise, failing to expressly assume the obligations of the Company underthis Agreement, or (5) the Executive being reassigned to an office locationmore than 50 miles from the location of the Executive’s place of employment atthe time of the Change in Control.
               (h) “Krasny Family” shall mean Michael P. Krasny, Janet Krasny, anydescendant of Michael P. Krasny or Janet Krasny or the spouse of any suchdescendant
4

 

(collectively, the “Krasny Family Group”), any trust, partnership or otherentity for the benefit of any member of the Krasny Family Group, the estate ofany member of the Krasny Family Group or any charitable organizationestablished by any member of the Krasny Family Group.
               (i) “Prior Bonus” shall mean the higher of (1) the Executive’s targetincentive bonus during the fiscal year in which the Change in Control occursand (2) the average of the annual incentive bonus earned under the Company’sSenior Management Incentive Plan or any comparable bonus earned under anysuccessor plan (including any bonus earned and payable but not yet paid) forthe last three full fiscal years (or such shorter period during which theExecutive has been an employee of the Company); provided that, if the Executiveis not employed by the Company for a full fiscal year, the Prior Bonus shall bethe target incentive bonus for such year.
               (j) “Qualifying Termination” means termination of the Executive’semployment during the Termination Period (1) by reason of the discharge of theExecutive by the Company other than (A) for Cause, (B) the Executive’s death or(C) due to the Executive’s absence from the Executive’s duties with the Companyon a full-time basis for at least 180 consecutive days as a result of theExecutive’s incapacity due to physical or mental illness, or (2) by reason ofthe resignation of the Executive for Good Reason within six (6) months after anevent constituting Good Reason.
               (k) “Termination Period” means the period of time beginning with a Changein Control and ending on the earlier to occur of (1) two years following suchChange in Control and (2) the Executive’s death.
               2.  Payments Upon Termination of Employment.
               (a) In the event of a Qualifying Termination, the Executive shall receivethe following benefits:
               (1) Payment of all Accrued Obligations in a lump sum within thirty (30)days after the Date of Termination; provided, however, that any portion of theAccrued Obligations which consists of bonus, deferred compensation or annualincentive compensation shall be determined and paid in accordance with theterms of the relevant plan as applicable to the Executive;
               (2) A prorated annual incentive bonus (based on the target bonus under theCompany’s Senior Management Incentive Plan or any successor plan for thefiscal year in which the Executive’s termination of employment occurs) throughand including the effective date of the Executive’s termination of employment;
               (3) Payment in a lump sum within thirty (30) days after the Date ofTermination of a salary replacement amount equal to two hundred fifty percent(250%) of the Executive’s highest annual base salary from the Company and itsaffiliated companies in effect during the 12-month period prior to the Date ofTermination;
               (4) Payment in a lump sum within thirty (30) days after the Date ofTermination of a bonus replacement amount equal to two hundred fifty percent(250%) of the Prior Bonus;
5

 

               (5) Continuation, for a period of two (2) years after the Date ofTermination, of all welfare benefits (including medical, accident, disabilityand life insurance) on terms at least as favorable to the Executive as thosewhich would have been provided if the Executive’s employment with the Companyhad continued for that time, with the cost of such benefits to be paid by theCompany. To the extent the Company is unable to provide comparable insurancefor reasons other than cost, the Company may provide a lesser level or nocoverage and compensate the Executive for the difference in coverage through acash lump sum payment grossed up for taxes. This payment will be based uponthe cost of an individual insurance policy if it were assumed to be available;and
               (6) Outplacement services with a firm selected by the Company andreasonably acceptable to the Executive, provided that such outplacementservices are commenced within a reasonable time following the Date ofTermination. Payments in the aggregate amount not to exceed $20,000 shall bemade directly to such outplacement firm upon submission of proper documentationto the Company.
               Any amount paid pursuant to this Section 2(a) shall be paid in lieu of anyother amount of severance relating to salary, incentive compensation or otherbonus continuation to be received by the Executive upon termination ofemployment of the Executive under any severance plan, policy or arrangement ofthe Company (including, without limitation, the Company’s CompensationProtection Plan For Executives). If the Company is obligated by law to payseverance pay, notice pay or other similar benefits, or if the Company isobligated by law to provide advance notice of separation (“Notice Period”),then the payments made pursuant to this Section 2(a) shall be reduced by theamount of any such severance, notice pay or other similar benefits, asapplicable, and by the amount of any severance pay, notice pay or other similarbenefits received during any Notice Period.
               (b) If during the Termination Period the employment of the Executive shallterminate for any reason other than a Qualifying Termination, then the Companyshall pay to the Executive all Accrued Obligations (including, in the case ofdeath or disability, prorated annual incentive bonus (based on the target bonusunder the Company’s Senior Management Incentive Plan or any successor plan forthe fiscal year in which the Executive’s termination of employment occurs)through and including the effective date of the Executive’s termination ofemployment in a lump sum within thirty (30) days after the Date of Termination;provided, however, that any portion of the Accrued Obligations which consistsof bonus, deferred compensation or annual incentive compensation shall bedetermined and paid in accordance with the terms of the relevant plan asapplicable to the Executive. In addition, if the Executive’s employment isterminated by retirement under a retirement plan of the Company or byresignation of the Executive other than for Good Reason, the Executive may, inthe discretion of the Compensation Committee, be awarded a pro rata cash bonusfor the year in which the Date of Termination occurs.
               3. Certain Additional Payments by the Company. (a) Anything in thisAgreement to the contrary notwithstanding, in the event it shall be determinedthat any payment or distribution by the Company or its affiliated companies toor for the benefit of the Executive (whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement or otherwise, butdetermined without regard to any additional payments required under this
6

 

Section 3) (a “Payment”) would be subject to the excise tax imposed bySection 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), orany interest or penalties are incurred by the Executive with respect to suchexcise tax (such excise tax, together with any such interest and penalties, arehereinafter collectively referred to as the “Excise Tax”), then the Executiveshall be entitled to receive an additional payment (a “Gross-Up Payment”) in anamount such that after payment by the Executive of all taxes (including anyinterest or penalties imposed with respect to such taxes), including, withoutlimitation, any income taxes (and any interest and penalties imposed withrespect thereto) and Excise Tax imposed upon the Gross-Up Payment, theExecutive retains an amount of the Gross-Up Payment equal to the Excise Taximposed upon the Payments. Notwithstanding the foregoing provisions of thisSection 3(a), if it shall be determined that the Executive is entitled to aGross-Up Payment, but that the Executive, after taking into account thePayments and the Gross-Up Payment, would not receive a net after-tax benefit ofat least $100,000 (taking into account both income taxes and any Excise Tax) ascompared to the net after-tax proceeds to the Executive resulting from anelimination of the Gross-Up Payment and a reduction of the Payments, in theaggregate, to an amount (the “Reduced Amount”) such that the receipt ofPayments would not give rise to any Excise Tax, then no Gross-Up Payment shallbe made to the Executive and the Payments, in the aggregate, shall be reducedto the Reduced Amount.
               (b) Subject to the provisions of Section 3(c), all determinationsrequired to be made under this Section 3, including whether and when a Gross-UpPayment is required and the amount of such Gross-Up Payment and the assumptionsto be utilized in arriving at such determination, shall be made by theCompany’s public accounting firm (the “Accounting Firm”) which shall providedetailed supporting calculations both to the Company and the Executive within15 business days of the receipt of notice from the Executive that there hasbeen a Payment, or such earlier time as is requested by the Company. In theevent that the Accounting Firm is serving as accountant or auditor for theindividual, entity or group effecting the Change in Control, the Executiveshall appoint another nationally recognized public accounting firm to make thedeterminations required hereunder (which accounting firm shall then be referredto as the Accounting Firm hereunder). All fees and expenses of the AccountingFirm shall be borne solely by the Company. Any Gross-Up Payment, as determinedpursuant to this Section 3, shall be paid by the Company to the Executivewithin five days of the receipt of the Accounting Firm’s determination. If theAccounting Firm determines that no Excise Tax is payable by the Executive, itshall furnish the Executive with a written opinion that failure to report theExcise Tax on the Executive’s applicable federal income tax return would notresult in the imposition of a negligence or similar penalty. Any good faithdetermination by the Accounting Firm shall be binding upon the Company and theExecutive. As a result of the uncertainty in the application of Section 4999of the Code at the time of the initial determination by the Accounting Firmhereunder, it is possible that Gross-Up Payments which will not have been madeby the Company should have been made (“Underpayment”), consistent with thecalculations required to be made hereunder. In the event that the Companyexhausts its remedies pursuant to Section 3(c) and the Executive thereafter isrequired to make a payment of any Excise Tax, the Accounting Firm shalldetermine the amount of the Underpayment that has occurred and any suchUnderpayment shall be promptly paid by the Company to or for the benefit of theExecutive.
7

 

               (c) The Executive shall notify the Company in writing of any claim by theInternal Revenue Service that, if successful, would require the payment by theCompany of the Gross-Up Payment. Such notification shall be given as soon aspracticable but no later than 10 business days after the Executive is informedin writing of such claim and shall apprise the Company of the nature of suchclaim and the date on which such claim is requested to be paid. The Executiveshall not pay such claim prior to the expiration of the 30-day period followingthe date on which the Executive gives such notice to the Company (or suchshorter period ending on the date that any payment of taxes with respect tosuch claim is due). If the Company notifies the Executive in writing prior tothe expiration of such period that it desires to contest such claim, theExecutive shall:
               (1) give the Company any information reasonably requested by the Companyrelating to such claim,
               (2) take such action in connection with contesting such claim as theCompany shall reasonably request in writing from time to time, including,without limitation, accepting legal representation with respect to such claimby an attorney reasonably selected by the Company,
               (3) cooperate with the Company in good faith in order effectively tocontest such claim, and
               (4) permit the Company to participate in any proceedings relating to suchclaim;
provided, however, that the Company shall bear and pay directly all costs andexpenses (including additional interest and penalties) incurred in connectionwith such contest and shall indemnify and hold the Executive harmless, on anafter-tax basis, for any Excise Tax or income tax (including interest andpenalties with respect thereto) imposed as a result of such representation andpayment of costs and expenses. Without limitation on the foregoing provisionsof this Section 3(c), the Company shall control all proceedings taken inconnection with such contest and, at its sole option, may pursue or forgo anyand all administrative appeals, proceedings, hearings and conferences with thetaxing authority in respect of such claim and may, at its sole option, eitherdirect the Executive to pay the tax claimed and sue for a refund or contest theclaim in any permissible manner, and the Executive agrees to prosecute suchcontest to a determination before any administrative tribunal, in a court ofinitial jurisdiction and in one or more appellate courts, as the Company shalldetermine; provided further, that if the Company directs the Executive to paysuch claim and sue for a refund, the Company shall advance the amount of suchpayment to the Executive on an interest-free basis and shall indemnify and holdthe Executive harmless, on an after-tax basis, from any Excise Tax or incometax (including interest or penalties with respect thereto) imposed with respectto such advance or with respect to any imputed income with respect to suchadvance; and provided further, that any extension of the statute of limitationsrelating to payment of taxes for the taxable year of the Executive with respectto which such contested amount is claimed to be due is limited solely to suchcontested amount. Furthermore, the Company’s control of the contest shall belimited to issues with respect to which a Gross-Up Payment would be payablehereunder and the Executive shall be
8

 

entitled to settle or contest, as the case may be, any other issue raised bythe Internal Revenue Service or any other taxing authority.
               (d) If, after the receipt by the Executive of an amount advanced by theCompany pursuant to Section 3(c), the Executive becomes entitled to receive,and receives, any refund with respect to such claim, the Executive shall(subject to the Company’s complying with the requirements of Section 3(c))promptly pay to the Company the amount of such refund (together with anyinterest paid or credited thereon after taxes applicable thereto). If, afterthe receipt by the Executive of an amount advanced by the Company pursuant toSection 3(c), a determination is made that the Executive shall not be entitledto any refund with respect to such claim and the Company does not notify theExecutive in writing of its intent to contest such denial of refund prior tothe expiration of 30 days after such determination, then such advance shall beforgiven and shall not be required to be repaid and the amount of such advanceshall offset, to the extent thereof, the amount of Gross-Up Payment required tobe paid.
               4. Withholding Taxes. The Company may withhold from all payments due tothe Executive (or the Executive’s beneficiary or estate) hereunder all taxeswhich, by applicable federal, state, local or other law, the Company isrequired to withhold therefrom.
               5. Reimbursement of Expenses. The Company shall pay promptly as incurred,to the fullest extent permitted by law, all legal fees and expenses which theExecutive may reasonably incur as a result of any contest by the Company, theExecutive or others of the validity or enforceability of, or liability under,any provision of this Agreement (including as a result of any contest initiatedby the Executive about the amount of any payment due pursuant to thisAgreement), plus in each case interest on any delayed payment at the applicablefederal rate provided for in Section 7872(f)(2)(A) of the Code; provided,however, that in the event the Company prevails over the Executive in thedispute, the Executive shall be required to reimburse the Company, over aperiod of 12 months from the date of such resolution, for all sums advanced tothe Executive pursuant to this Section 5.
               6. Operative Event. Notwithstanding any provision herein to the contrary,no amounts shall be payable hereunder unless and until there is a Change inControl at a time when the Executive is employed by the Company.
               7. Termination of Agreement. (a) This Agreement shall be effective on thedate hereof and shall expire on the third anniversary of the date hereof,provided that the term of this Agreement shall be extended automatically forone additional year as of each annual anniversary of the date hereof,commencing with the third anniversary of the date hereof (each, a “RenewalPeriod”) unless this Agreement is terminated pursuant to Section 7(b) or, ifearlier, upon the earlier to occur of (i) termination of the Executive’semployment with the Company prior to a Change in Control and (ii) theExecutive’s death. Notwithstanding the foregoing, any expiration of thisAgreement shall not retroactively impair or otherwise adversely affect therights of the Executive which have arisen prior to the date of such expiration.
               (b) The Company shall have the right, in its sole discretion at any timeduring a Renewal Period, pursuant to action by the Board, to approve theamendment or termination of this Agreement, which amendment or terminationshall not become effective until the date fixed
9

 

by the Board for such amendment or termination, which date shall be atleast one year after notice thereof is given by the Company to the Executive;provided, that an amendment which is not adverse to the interests of theExecutive shall take effect immediately; and provided further, that in no eventshall this Agreement be amended in a manner adverse to the interests of theExecutive or be terminated in the event of a Change in Control.
               8. Scope of Agreement. Nothing in this Agreement shall be deemed toentitle the Executive to continued employment with the Company or itssubsidiaries and, if the Executive’s employment with the Company shallterminate prior to a Change in Control, then the Executive shall have nofurther rights under this Agreement; provided, however, that any termination ofthe Executive’s employment following a Change in Control shall be subject toall of the provisions of this Agreement.
               9. Successors; Binding Agreement.
               (a) This Agreement shall not be terminated by any merger or consolidationof the Company whereby the Company is or is not the surviving or resultingcorporation or as a result of any transfer of all or substantially all of theassets of the Company. In the event of any such merger, consolidation ortransfer of assets, the provisions of this Agreement shall be binding upon thesurviving or resulting corporation or the person or entity to which such assetsare transferred. In the event of the consummation of a transaction initiatedby the Company involving the formation of a direct or indirect holding companyof the Company for any internal legal or business purpose in which the holdersof the outstanding voting securities of the Company become the holders of theoutstanding voting securities of such holding company in substantially the sameproportions, the provisions of this Agreement shall be binding upon suchholding company.
               (b) The Company agrees that concurrently with any merger, consolidation ortransfer of assets referred to in Section 9(a), it will cause any successor ortransferee unconditionally to assume, by written instrument delivered to theExecutive (or the Executive’s beneficiary or estate), all of the obligations ofthe Company hereunder. Failure of the Company to obtain such assumption priorto the effectiveness of any such merger, consolidation or transfer of assetsshall be a breach of this Agreement and shall entitle the Executive tocompensation and other benefits from the Company in the same amount and on thesame terms as the Executive would be entitled hereunder if the Executive’semployment were terminated following a Change in Control other than by reasonof a Nonqualifying Termination during the Termination Period. For purposes ofimplementing the foregoing, the date on which any such merger, consolidation ortransfer becomes effective shall be deemed the Date of Termination.
               (c) This Agreement shall inure to the benefit of and be enforceable by theExecutive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If the Executive shalldie while any amounts would be payable to the Executive hereunder had theExecutive continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to suchperson or persons appointed in writing by the Executive to receive such amountsor, if no person is so appointed, to the Executive’s estate.
10

 

               10. Notices. (a) For purposes of this Agreement, all notices and othercommunications required or permitted hereunder shall be in writing and shall bedeemed to have been duly given when delivered or five days after deposit in theUnited States mail, certified and return receipt requested, postage prepaid,addressed (1) if to the Executive, to the home address of the Executive on themost current Company records and if to the Company, to CDW Computer Centers,Inc., 200 North Milwaukee Avenue, Vernon Hills, IL 60061 attention GeneralCounsel with a copy to Thomas A. Cole, Sidley Austin Brown & Wood, Bank OnePlaza, 10 South Dearborn Street, Chicago, Illinois 60603, or (2) to such otheraddress as either party may have furnished to the other in writing inaccordance herewith, except that notices of change of address shall beeffective only upon receipt.
               (b) A written notice of the Executive’s Date of Termination by the Companyor the Executive, as the case may be, to the other, shall (i) indicate thespecific termination provision in this Agreement relied upon, (ii) to theextent applicable, set forth in reasonable detail the facts and circumstancesclaimed to provide a basis for termination of the Executive’s employment underthe provision so indicated and (iii) specify the termination date (which dateshall be not less than 15 days after the giving of such notice). The failureby the Executive or the Company to set forth in such notice any fact orcircumstance which contributes to a showing of Good Reason or Cause shall notwaive any right of the Executive or the Company hereunder or preclude theExecutive or the Company from asserting such fact or circumstance in enforcingthe Executive’s or the Company’s rights hereunder.
               11. Full Settlement; Resolution of Disputes. (a) The Company’s obligationto make any payments provided for in this Agreement and otherwise to performits obligations hereunder shall not be affected by any set-off, counterclaim,recoupment, defense or other claim, right or action which the Company may haveagainst the Executive or others. In no event shall the Executive be obligatedto seek other employment or take any other action by way of mitigation of theamounts payable to the Executive under any of the provisions of this Agreementand such amounts shall not be reduced whether or not the Executive obtainsother employment.
               (b) Any dispute or controversy between the Company and the Executivearising out of or relating to this Agreement or the breach of this Agreementshall be settled by arbitration administered by the American ArbitrationAssociation (“AAA”) in accordance with its Commercial Arbitration Rules then ineffect, and judgment on the award rendered by the arbitrator may be entered inany court having jurisdiction thereof. Any arbitration shall be held before asingle arbitrator who shall be selected by the mutual agreement of the Companyand the Executive, unless the parties are unable to agree to an arbitrator, inwhich case the arbitrator will be selected under the procedures of the AAA. Inconnection with the appointment of an arbitrator, the AAA will give the partiesa list of no less than 15 potential arbitrators to strike and number in orderof preference in accordance with AAA procedures. The arbitrator shall have theauthority to award any remedy or relief that a court of competent jurisdictioncould order or grant, including, without limitation, the issuance of aninjunction. However, either party may, without inconsistency with thisarbitration provision, apply to any court otherwise having jurisdiction oversuch dispute or controversy and seek interim provisional, injunctive or otherequitable relief until the arbitration award is rendered or the controversy isotherwise resolved. Except as necessary in court proceedings to enforce thisarbitration provision or an award
11

 

rendered hereunder, or to obtain interim relief, neither a party nor anarbitrator may disclose the existence, content or results of any arbitrationhereunder without the prior written consent of the Company and the Executive.The Company and the Executive acknowledge that this Agreement evidences atransaction involving interstate commerce. Notwithstanding any choice of lawprovision included in this Agreement, the United States Federal Arbitration Actshall govern the interpretation and enforcement of this arbitration provision.The arbitration proceeding shall be conducted in Chicago, Illinois or suchother location to which the parties may agree. The Company shall pay the costsof any arbitrator appointed hereunder.
               12. Employment with Subsidiaries. Employment with the Company forpurposes of this Agreement shall include employment with any corporation orother entity in which the Company has a direct or indirect ownership interestof 50% or more of the total combined voting power of the then outstandingsecurities of such corporation or other entity entitled to vote generally inthe election of directors.
               13. Governing Law; Validity. The interpretation, construction andperformance of this Agreement shall be governed by and construed and enforcedin accordance with the internal laws of the State of Illinois without regard tothe principle of conflicts of laws. The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provisions of this Agreement, which other provisions shall remain infull force and effect.
               14. Counterparts. This Agreement may be executed in two counterparts,each of which shall be deemed to be an original and both of which togethershall constitute one and the same instrument.
               15. Miscellaneous. No provision of this Agreement may be modified orwaived unless such modification or waiver is agreed to in writing and signed bythe Executive and by a duly authorized officer of the Company. No waiver byeither party hereto at any time of any breach by the other party hereto of, orcompliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.Failure by the Executive or the Company to insist upon strict compliance withany provision of this Agreement or to assert any right the Executive or theCompany may have hereunder, including, without limitation, the right of theExecutive to terminate employment for Good Reason, shall not be deemed to be awaiver of such provision or right or any other provision or right of thisAgreement. Except as otherwise expressly set forth in this Agreement, therights of, and benefits payable to, the Executive, the Executive’s estate orthe Executive’s beneficiaries pursuant to this Agreement are in addition to anyrights of, or benefits payable to, the Executive, the Executive’s estate or theExecutive’s beneficiaries under any other employee benefit plan or compensationprogram of the Company.
12

 

               IN WITNESS WHEREOF, the Company has caused this Agreement to be executedby a duly authorized officer of the Company and the Executive has executed thisAgreement as of the day and year first above written.       **CDW COMPUTER CENTERS, INC.**       By: