exv10wxty



 






Exhibit 10(t)




CDW CORPORATION

STOCK OPTION AGREEMENT

FOR EMPLOYEES




          CDW Corporation, an Illinois corporation (the “Company”), hereby grants to the
individual (the “Optionee”) named in the award notice attached hereto (the “Award
Notice”) as of the date set forth in the Award Notice (the “Option Date”), pursuant to
the provisions of the CDW 2000 Incentive Stock Option Plan (the “Plan”), a non-statutory
stock option to purchase from the Company the number of shares of its common stock, $0.01 par value
(“Stock”), set forth in the Award Notice (the “Option”), at the price per share set
forth in the Award Notice, upon and subject to the terms and conditions set forth below, in the
Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings
specified in the Plan.




          1. Option Subject to Acceptance of Agreement. The Option shall be null and void
unless the Optionee shall accept this Agreement by executing the Award Notice in the space provided
therefor and returning an original execution copy of the Award Notice to the Company.




          2. Manner of Exercise of Option. Subject to the limitations set forth in this
Agreement, the Option may be exercised by the Optionee (a) by giving written notice to the Company
specifying the number of whole shares of Stock to be purchased and by accompanying such notice with
payment therefor in full (or by arranging for such payment to the Company’s satisfaction) either
(i) in cash, (ii) by delivery to the Company (either actual delivery or by attestation procedures
established by the Company) of previously owned whole shares of Stock (to which the Optionee has
good title, free and clear of all liens and encumbrances and which the Optionee either (1) has held
for at least six months or (2) has purchased on the open market) having an aggregate Fair Market
Value, determined as of the date of exercise, equal to the aggregate purchase price payable by
reason of such exercise, (iii) to the extent permitted by applicable law, in cash by a
broker-dealer acceptable to the Company to whom the Optionee has submitted an irrevocable notice of
exercise, (iv) to the extent expressly authorized by the Committee, through a cashless exercise
arrangement with the Company or (v) by a combination of (i) and (ii), and (b) by executing such
documents as the Company may reasonably request. The Company shall have sole discretion to
disapprove of any election pursuant to clauses (ii)-(v). Any fraction of a share of Stock which
would be required to pay such purchase price shall be disregarded and the remaining amount due
shall be paid in cash by the Optionee. No certificate representing a share of Stock shall be
delivered until the full purchase price therefor and any withholding taxes thereon, has been paid
(or arrangement made for payment to the Company’s satisfaction).




          3. Termination of Option and Forfeiture of Option Gain. (a) If the Optionee is
employed by, receives compensation from or otherwise is associated with or has agreed in principle
to be employed by or to receive compensation from or otherwise be associated as an officer, agent,
director, employee, shareholder, consultant or otherwise with a Competitor (as defined in the Plan)
of the Company at any time prior to the expiration of the Option: (i) the Option shall terminate
and be forfeited automatically (if not previously terminated) on the date the Optionee engages in
such activity and (ii) any and all Option Proceeds (as defined in the Plan) shall be immediately
due and payable by the Optionee to the Company. The remedy provided by this Section shall be in
addition to and not in lieu of any rights or remedies that the Company may have against the
Optionee in respect of a breach by the Optionee of any duty or obligation to the Company.




          (b) The Optionee agrees that by executing the Award Notice the Optionee authorizes the
Company and its Subsidiaries to deduct any amount or amounts owed by the Optionee pursuant to
Section 3 from any amounts payable by the Company or any Subsidiary to the Optionee, including,
without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus.
This right of setoff shall not be an exclusive remedy and the Company’s or a Subsidiary’s election
not to exercise this right of setoff with respect to any amount payable to the Optionee shall not
constitute a waiver of this right of setoff with respect to any other amount payable to the
Optionee or any other remedy.




          4. Investment Representation. The Optionee hereby represents and covenants that (a)
any shares of Stock purchased upon exercise of the Option will be purchased for investment and not
with a view to the distribution thereof within the meaning of the Securities Act of 1993, as
amended, and the rules and




 









 







regulations thereunder (the “Securities Act”), unless such
purchase has been registered under the Securities Act and any applicable state securities laws; (b)
any subsequent sale of any such shares shall be made either pursuant to an effective registration
statement under the Securities Act and any applicable state securities laws, or pursuant to an
exemption from registration under the Securities Act and such state securities laws; and (c) if
requested by the Company, the Optionee shall submit a written statement, in a form satisfactory to
the Company, to the effect that such representation (x) is true and correct as of the date of any
purchase of any shares hereunder or (y) is true and correct as of the date of any sale of any such
shares, as applicable. As a further condition precedent to any exercise of the Option, the
Optionee shall comply with all regulations and requirements of any regulatory authority having
control of or supervision over the issuance or delivery of the shares and, in connection therewith,
shall execute any documents which the Board or the Committee shall in its sole discretion deem
necessary or advisable.




          5. Withholding Taxes. As a condition precedent to the delivery of Stock upon exercise
of the Option, the Optionee shall, upon request by the Company, pay to the Company in addition to
the purchase price of the shares, such amount as the Company may be required, under all applicable
federal, state, local or other laws or regulations, to withhold and pay over as income or other
withholding taxes (the “Required Tax Payments”) with respect to such exercise of the
Option. If the Optionee shall fail to advance the Required Tax Payments after request by the
Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then
or thereafter payable by the Company to the Optionee. The Optionee may elect to satisfy his or her
obligation to advance the Required Tax Payments as provided in Section 3.5 of the Plan. No
certificate representing a share of Stock shall be delivered until the Required Tax Payments have
been satisfied in full.




          6. Delivery of Certificates. Upon the exercise of the Option, in whole or in part,
the Company shall deliver or cause to be delivered, subject to the conditions of this Agreement and
the Plan, one or more certificates representing the number of shares purchased against full payment
therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in Section 5.




          7. Designation as Non-Statutory Stock Option. The Option is hereby designated as not
constituting an Incentive Stock Option. This Agreement shall be interpreted and treated
consistently with such designation.




          8. Notices. All notices, requests or other communications provided for in this
Agreement shall be made, if to the Company, to CDW Corporation, 200 North Milwaukee Avenue, Vernon
Hills, Illinois 60061, Attention: Compensation and Stock Option Committee, and if to the Optionee,
to the last known mailing address of the Optionee contained in the records of the Company. All
notices, requests or other communications provided for in this Agreement shall be made in writing
either (a) by personal delivery, (b) by facsimile with confirmation of receipt, (c) by mailing in
the United States mails or (d) by express courier service. The notice, request or other
communication shall be deemed to be received upon personal delivery, upon confirmation of receipt
of facsimile transmission or upon receipt by the party entitled thereto if by United States mail or
express courier service; provided, however, that if a notice, request or other
communication sent to the Company is not received during regular business hours, it shall be deemed
to be received on the next succeeding business day of the Company.




          9. Miscellaneous. The Committee shall have the right to resolve all questions which
may arise in connection with the Option or its exercise. Any interpretation, determination or
other action made or taken by the Committee regarding the Plan or this Agreement shall be final,
binding and conclusive. This Agreement is subject to the provisions of the Plan and shall be
interpreted in accordance therewith. This Agreement shall be binding upon and inure to the benefit
of any successor or successors of the Company and any person or persons who shall acquire any
rights hereunder in accordance with this Agreement, the Award Notice or the Plan. The Award Notice
may be executed in two counterparts, each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.





2