**EXHIBIT 10.20**

 

2002 AMENDMENTS TO THE 2000 DIRECTOR STOCK OPTION PLAN

 

**AMENDMENTS TO DATALINK CORPORATION2000 DIRECTOR STOCK OPTION PLAN,as previously amended on April 4, 2001**

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**(RestatedSections 7 and 8(a) Below Effective May 2, 2002;Restated Section 8(b) Below Effective October 15, 2002, except for thepenultimate sentence thereof,effective on May 2, 2002)**

 

# **Section7.  Cash Fees**

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# **Not moreoften than annually, the Board shall set its annual cash retainer for serviceon the Board and its cash payments for attendance at meetings of the Board andits audit, compensation and other committees. Until otherwise changed, the annual retainer for Board servicecommencing as of the annual meeting of stockholders held in 2002 is $10,000,and the payment for attendance at each meeting of the Company’s audit andcompensation committees is $1,000 and $500, respectively.  Each Participant who, prior to the beginningof any calendar year while the Plan is in effect, delivers to the Companywritten notice of an irrevocable election to receive cash Fees for suchupcoming calendar year rather than grants of Stock Options as provided inSection 8 below, shall receive cash payment of Fees.  Any such written notice pursuant to this Section 7 shall remainin effect only for such calendar year and each Participant must make a newelection for each future year.**

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# **Section8.  Grants of Stock Options**

 

(a)           **Annual Retainer**.  Commencing with and effective as of the annual meeting ofstockholders of the Company held in 2002, and on the date of each subsequentannual meeting of stockholders occurring while this Plan is in effect, andunless a timely election is made under Section 7 above to receive Cash Fees,each Participant shall receive a grant of Stock Options.  The number of these Stock Options is 60% ofthe annual cash retainer Fee for Board service set out in Section 7 above.  Therefore, for 2002 and until the cashretainer Fee is changed by the Board, the number of Stock Options is 6,000.  These Stock Options shall be exercisable commencingone year after the date of grant; provided, however, that if a Participant fails to serve until the annualstockholders’ meeting immediately succeeding a grant of such Stock Options, thenumber of shares of Common Stock that may be purchased by such Participantshall be determined by multiplying the number of Stock Options granted(initially, 6,000) by a fraction (i) the numerator of which is the number ofdays between the date such Stock Options were granted and the date theParticipant ceased serving on the Board and (ii) the denominator of which isthe number of days between the date such Stock Options were granted and thedate of the annual stockholders’ meeting immediately succeeding the date ofgrant.  The exercise price of the StockOptions so granted shall be the greater of (i) the Fair Market Value per shareon the date of grant, less $1.67 per share or (ii) one-half of the Fair MarketValue per share on the date of grant. These Stock Options will expire ten years after the date of grant.

 

(b)           **Participation in Board and Committee Meetings**.  Commencing with and effective as of eachmeeting of the Board or a committee thereof held on or after October 15, 2002and while this Plan is in effect, and unless a timely election is made underSection 7 above to receive Cash Fees, each Participant participating in suchBoard or committee meeting shall receive an additional grant of StockOptions.  The number of these StockOptions is 50% of the cash Fee for attendance at board and committee meetingsset out in Section 7 above.  Therefore,until changed by the Board, for Board meetings, the number of Stock Optionswill be five hundred (500) and for committee meetings, the number of StockOptions will be two hundred fifty (250). These Stock Options will be fully vested and exercisable immediatelyupon their grant, which shall be on the last day of the calendar quarter duringwhich the Board or committee meeting takes place.  The exercise price of the Stock Options so granted shall be thegreater of (i) the Fair Market Value per share on the date of grant, less $2.00per share or (ii) one-half of the Fair Market Value per share on the date ofgrant.  These Stock Options will expireten years after the date of grant.

 

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