exv10w4



 





Exhibit 10.4




2004 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

(As Amended and Restated Effective October 19, 2006)




I. INTRODUCTION



1.1 Purposes. The purposes of the 2004 Non-Employee Director Equity Compensation Plan (the
“Plan”) of CDW Corporation, an Illinois corporation (the “Company”), are (i) to
align the interests of the Company’s shareholders and directors who are not officers or employees
of the Company (“Non-Employee Directors”) by increasing the proprietary interest of
Non-Employee Directors in the Company’s growth and success and (ii) to advance the interests of the
Company by attracting, motivating and retaining highly qualified Non-Employee Directors.



1.2 Administration. This Plan shall be administered by a committee (the
“Committee”) designated by the Board of Directors of the Company (the “Board”)
consisting of two or more members of the Board. Each member of the Committee shall be a
“Non-Employee Director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).




     The Committee shall, subject to the terms of this Plan, interpret this Plan and the
application thereof and establish rules and regulations it deems necessary or desirable for its
administration. All such interpretations, rules and regulations shall be final, binding and
conclusive. Each award shall be evidenced by a written agreement (an “Agreement”) between
the Company and the Non-Employee Director setting forth the terms and conditions of such award.
The Committee may, in its sole discretion and for any reason at any time, take action such that any
or all outstanding options shall become exercisable in part or in full and all or a portion of the
restriction period applicable to any restricted stock award shall lapse. Notwithstanding anything
in this Plan to the contrary and subject to Section 3.7, without the approval of shareholders, the
Committee will not reprice a previously granted option.



     No member of the Board or Committee shall be liable for any act, omission, interpretation,
construction or determination made in connection with this Plan in good faith, and the members of
the Board and the Committee shall be entitled to indemnification and reimbursement by the Company
in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to
the full extent permitted by law, except as otherwise may be provided in the Company’s Articles of
Incorporation and/or By-Laws, and under any directors’ and officers’ liability insurance that may
be in effect from time to time.



     A majority of the Committee shall constitute a quorum. The acts of the Committee shall be
either (i) acts of a majority of the members of the Committee present at any meeting at which a
quorum is present or (ii) acts approved in writing by all of the members of the Committee without a
meeting.


1.3 Shares Available. Subject to adjustment as provided in Section 3.7, 400,000 shares of
the common stock, par value $0.01 per share, of the Company (“Common Stock”), shall be
available for grants of options and restricted stock awards under this Plan, reduced by the sum of





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the aggregate number of shares of Common Stock which become subject to outstanding options or
restricted stock awards. To the extent that shares of Common Stock subject to an outstanding
option or restricted stock award are not issued or delivered by reason of the expiration,
termination, cancellation or forfeiture of such option or restricted stock award or by reason of
the delivery or withholding of shares of Common Stock to pay all or a portion of the exercise price
of an option or to satisfy all or a portion of the tax withholding obligations relating to an
option or restricted stock award, then such shares of Common Stock shall again be available under
this Plan. Shares of Common Stock shall be made available from authorized and unissued shares of
Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury
shares or otherwise or a combination thereof.



1.4 Relationship to CDW 2000 Incentive Stock Option Plan. If this Plan becomes effective,
on the date of the 2004 annual meeting of shareholders Non-Employee Directors shall receive awards
pursuant to the terms of this Plan only, and no further awards, on the date of the 2004 annual
meeting of shareholders or otherwise, shall be made to Non-Employee Directors under the CDW 2000
Incentive Stock Option Plan.




II. PROVISIONS RELATING TO EQUITY GRANTS FOR NON-EMPLOYEE DIRECTORS



2.1 Eligibility. Each Non-Employee Director shall be granted stock options to purchase
shares of Common Stock in accordance with this Article II. All stock options granted under this
Article II are not intended to constitute incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”). In addition, Non-Employee Directors shall
be granted restricted stock awards in accordance with this Article II.



2.2 Automatic Grants of Stock Options. Each Non-Employee Director shall be granted stock
options as follows:




     (a) Time of Grants; Number of Shares. On the date of the 2004 Annual Meeting of
Shareholders of the Company and, thereafter, on the date of each Annual Meeting of Shareholders of
the Company, each person who is a Non-Employee Director immediately after such annual meeting of
shareholders shall be granted an option to purchase shares of Common Stock, which option shall have
a value on the date of grant equal to $150,000, determined in accordance with the Black-Scholes
valuation model. In addition, each Non-Employee Director who is first elected or first begins to
serve on a date other than the date of an Annual Meeting of Shareholders shall on the date he or
she becomes a director be granted an option to purchase shares of Common Stock, which option shall
have a value on the date of grant equal to $150,000 multiplied by a fraction (i) the numerator of
which is the number of days between (A) the date on which such director is first elected or begins
to serve and (B) the date that is one year after the date of the previous year’s Annual Meeting of
Shareholders and (ii) the denominator of which is 365.



     Such options shall be granted at a purchase price per share equal to 100% of the Fair Market
Value of the Common Stock on the date of grant of such option. The “Fair Market Value” of
a share of Common Stock on a given date is the closing transaction price of a share of



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Common Stock as reported on the Nasdaq Stock Market on that date, or if there are no reported
transactions on such date, on the next preceding date for which a transaction was reported;
provided, however, that Fair Market Value may be determined by the Committee by whatever means it,
in the good faith exercise of its discretion, shall deem appropriate.




     (b) Option Period and Exercisability. Except as otherwise provided herein, each
option granted under this Section 2.2 shall become exercisable (i) on and after the first
anniversary of its date of grant with respect to one-fifth of the number of shares of Common Stock
subject to such option on its date of grant and (ii) on and after each subsequent anniversary of
its date of grant, through and including the fifth anniversary of its date of grant, with respect
to an additional one-fifth of the number of shares of Common Stock subject to such option on its
date of grant. Each option granted under this Section 2.2 shall expire 10 years after its date of
grant. An exercisable option, or portion thereof, may be exercised in whole or in part only with
respect to whole shares of Common Stock.



     (c) Method of Exercise. An option may be exercised (i) by giving written notice to
the Company specifying the number of whole shares of Common Stock to be purchased and accompanied
by payment therefor in full (or arrangement made for such payment to the Company’s satisfaction)
either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures
established by the Company) of previously owned whole shares of Common Stock (which the optionee
has held for at least six months prior to the delivery of such shares or which the optionee
purchased on the open market and in each case for which the optionee has good title, free and clear
of all liens and encumbrances) 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, (C) 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, (D) to the extent expressly
authorized by the Committee, through a cashless exercise arrangement with the Company or (E) a
combination of (A) and (B), in each case to the extent set forth in the Agreement relating to the
option and (ii) by executing such documents as the Company may reasonably request. Any fraction of
a share of Common 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 Common
Stock shall be delivered until the full purchase price therefor has been paid (or arrangement made
for such payment to the Company’s satisfaction).



     (d) Termination of Directorship.



     (i) Disability. If the holder of an option granted under this Section 2.2 ceases to
be a director of the Company by reason of Disability, each such option held by such holder shall be
fully exercisable and may thereafter be exercised by such holder (or such holder’s legal
representative or similar person) until and including the earlier to occur of (A) the date which is
three years after the effective date of such holder’s ceasing to be a director and (B) the
expiration date of the term of such option. For purposes of this Plan, “Disability” shall
mean the inability of an optionee substantially to perform such optionee’s duties and
responsibilities for a continuous period of at least six months.



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     (ii) Retirement. If the holder of an option granted under this Section 2.2 ceases to
be a director of the Company by reason of retirement after a minimum of 10 years of continuous
service as a director of the Company or by reason of retirement following the director having
reached the Company’s mandatory retirement age for a director, if any (each, a “Retirement as a
Director”), each such option held by such holder (A) shall, to the extent not exercisable as of
the effective date of the optionee’s Retirement as a Director, become exercisable in accordance
with the vesting provisions set forth in the Agreement relating to such option and (B) upon
becoming exercisable may be exercised by such optionee (or such optionee’s legal representative or
similar person) until and including the earlier to occur of (x) the date which is five years after
the effective date of such holder’s Retirement as a Director and (y) the expiration date of the
term of such option.



     (iii) Death. If the holder of an option granted under this Section 2.2 ceases to be a
director of the Company by reason of death, each such option held by such holder shall be fully
exercisable on the date of such holder’s death and may thereafter be exercised by such holder’s
executor, administrator, legal representative, beneficiary or similar person until and including
the earlier to occur of (A) the date which is three years after the date of death and (B) the
expiration date of the term of such option.



     (iv) Other Termination. If the holder of an option granted under this Section 2.2
ceases to be a director of the Company for any reason other than Disability, Retirement as a
Director, death or for Cause, each such option held by such holder shall be exercisable only to the
extent such option is exercisable on the effective date of such holder’s ceasing to be a director
and may thereafter be exercised by such holder (or such holder’s legal representative or similar
person) until and including the earlier to occur of (A) the date which is three years after the
effective date of such holder’s ceasing to be a director and (B) the expiration date of the term of
such option. For purposes of this Plan, “Cause” shall mean a termination that arises out
of or results from (1) the commission of a criminal act, fraud, gross negligence or willful
misconduct against, or in derogation of, the interests of the Company; (2) divulging confidential
information regarding the Company; (3) interference with the relationship between the Company and
any major supplier or customer or (4) as determined pursuant to Section 2.2(e).



     (v) Death Following Termination of Directorship. If the holder of an option granted
under this Section 2.2 dies during the period set forth in Section 2.2(d)(i), Section 2.2(d)(ii) or
Section 2.2(d)(iv), each such option held by such holder shall be exercisable only to the extent
that such option is exercisable on the date of the holder’s death and may thereafter be exercised
by such holder’s executor, administrator, legal representative, beneficiary or similar person until
and including the earlier to occur of (A) the date which is the later of (x) the date which is one
year after the date of death and (y) the date which is three years after the effective date of such
holder’s ceasing to be a director, in the case of death during the period set forth in Section
2.2(d)(i) or 2.2(d)(iv) or the date which is five years after the effective date of such holder’s
ceasing to be a director in the case of death during the period set forth in Section 2.2(d)(ii),
and (B) the expiration date of the term of such option.



     (vi) For Cause. Notwithstanding anything to the contrary in this Plan or in any
Agreement relating to an option, if the holder of an option granted under this Section 2.2 ceases



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to be a director of the Company for Cause, each option held by such holder shall terminate
automatically on the effective date of such holder’s ceasing to be a director of the Company.




     (e) Certain Defined Terms. If a Non-Employee Director ceases to be a director of the
Company because the Non-Employee Director is no longer in compliance with the conflict of interest
policies of the Company, the Committee may determine whether the termination of the directorship
shall be deemed to be a termination for Cause or a Retirement as a Director. If the Committee
determines that such conflict of interest has arisen due to actions of the director, the Committee
may determine that such termination of directorship was for Cause. If the Committee determines
that such conflict has arisen due to actions of the Company, the Committee may, without regard to
the requirements of Section 2.2(d)(ii), determine that such termination of directorship constitutes
Retirement as a Director.


2.3 Automatic Grants of Restricted Stock. Each Non-Employee Director shall be granted a
restricted stock award as follows:




     (a) Time of Grants; Number of Shares. Each person who is first elected or first
begins to serve as a Non-Employee Director, other than by reason of termination of employment, on
or after the annual meeting of shareholders of the Company to be held in 2004 shall automatically
be granted, on the date of such person’s initial election or commencement of service as a
Non-Employee Director, a restricted stock award in the amount of 1,000 shares of Common Stock.



     (b) Vesting. Shares awarded pursuant to a restricted stock award shall be subject to
a restriction period commencing on the date of grant of such award and terminating on the fifth
anniversary of the date of grant of such award (the “Restriction Period”), shall vest if
the holder of such award remains continuously in the service of the Company as a Non-Employee
Director during the Restriction Period and shall be forfeited if the holder of such award does not
remain continuously in the service of the Company as a Non-Employee Director during the Restriction
Period.



     Notwithstanding the foregoing paragraph, if the service to the Company as a Non-Employee
Director terminates by reason of Disability, Retirement as a Director or death, the Restriction
Period shall terminate as of the effective date of such holder’s termination of service.



     (c) Share Certificates. During the Restriction Period, a certificate or certificates
representing a restricted stock award may be registered in the holder’s name or a nominee name at
the discretion of the Company and may bear a legend, in addition to any legend which may be
required pursuant to Section 3.6, indicating that the ownership of the shares of Common Stock
represented by such certificate is subject to the restrictions, terms and conditions of this Plan
and the Agreement relating to the restricted stock award. As determined by the Committee, all
certificates registered in the holder’s name shall be deposited with the Company, together with
stock powers or other instruments of assignment (including a power of attorney), each endorsed in
blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would
permit transfer to the Company of all or a portion of the shares of Common Stock subject to the
restricted stock award in the event such award is forfeited in whole or in part. Upon termination
of any applicable Restriction Period, subject to the Company’s right to require



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payment of any taxes in accordance with Section 3.5, a certificate or certificates evidencing
ownership of the requisite number of shares of Common Stock shall be delivered to the holder of
such award.




     (d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the
Agreement relating to a restricted stock award, and subject to the terms and conditions of a
restricted stock award, the holder of such award shall have all rights as a shareholder of the
Company, including, but not limited to, voting rights, the right to receive dividends and the right
to participate in any capital adjustment applicable to all holders of Common Stock; provided,
however, that a distribution with respect to shares of Common Stock, other than a regular cash
dividend, shall be deposited with the Company and shall be subject to the same restrictions as the
shares of Common Stock with respect to which such distribution was made.



III. GENERAL



3.1 Effective Date and Term of Plan. This Plan, as amended and restated as set forth
herein, shall become effective as of January 1, 2006, and shall apply to all options and restricted
stock awards granted after such effective date and to all options and restricted stock awards
outstanding as of such effective date. This Plan shall terminate on April 7, 2014, unless
terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions
of any award granted prior to termination.



3.2 Amendments. The Board may amend this Plan as it shall deem advisable, subject to any
requirement of shareholder approval required by applicable law, rule or regulation (including the
rules of the Nasdaq Stock Market). No amendment may impair the rights of a holder of an
outstanding award without the consent of such holder.



3.3 Agreement. No award shall be valid until an Agreement is executed by the Company and
the recipient and, upon execution by each party and delivery of the Agreement to the Company, such
award shall be effective as of the effective date set forth in the Agreement.



3.4 Non-Transferability. Unless otherwise specified in the Agreement relating to an award,
no award hereunder shall be transferable other than by will or the laws of descent and distribution
or pursuant to beneficiary designation procedures approved by the Company. Except to the extent
permitted by the foregoing sentence, each option may be exercised during the optionee’s lifetime
only by the optionee or the optionee’s legal representative or similar person. Except as permitted
by the second preceding sentence, no award hereunder shall be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be
subject to execution, attachment or similar process. Upon any attempt to so sell, transfer,
assign, pledge, hypothecate, encumber or otherwise dispose of any award hereunder, such award and
all rights thereunder shall immediately become null and void.



3.5 Tax Withholding. The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock, payment by the holder of an award of any Federal, state,
local or other taxes which may be required to be withheld or paid in connection with an award
hereunder.






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3.6 Restrictions on Shares. Each award hereunder shall be subject to the requirement that
if at any time the Company determines that the listing, registration or qualification of the shares
of Common Stock subject to such award upon any securities exchange or under any law, or the consent
or approval of any governmental body, or the taking of any other action is necessary or desirable
as a condition of, or in connection with, the exercise of such award or the delivery of shares
thereunder, such award shall not be exercised and such shares shall not be delivered unless such
listing, registration, qualification, consent, approval or other action shall have been effected or
obtained, free of any conditions not acceptable to the Company. The Company may require that
certificates evidencing shares of Common Stock delivered pursuant to any award hereunder bear a
legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited
except in compliance with the Securities Act of 1933, as amended, and the rules and regulations
thereunder.



3.7 Adjustment. In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or
other similar change in capitalization or event, or any distribution to holders of Common Stock
other than a regular cash dividend, the number and class of securities available under this Plan,
the number (including on its date of grant for purposes of determining exercisability pursuant to
Section 2.2(b)) and class of securities subject to each outstanding option or restricted stock
award, the purchase price per security, and the number and class of securities subject to each
option or restricted stock award to be granted to Non-Employee Directors pursuant to Article II
shall be equitably adjusted by the Committee, such adjustments to be made in the case of
outstanding options without an increase in the aggregate purchase price. The decision of the
Committee regarding any such adjustment shall be final, binding and conclusive. If any adjustment
would result in a fractional security being (a) available under this Plan, such fractional security
shall be disregarded, or (b) subject to an option under this Plan, the Company shall pay the
optionee, in connection with the first exercise of the option in whole or in part occurring after
such adjustment, an amount in cash determined by multiplying (A) the fraction of such security
(rounded to the nearest hundredth) by (B) the excess, if any, of (x) the Fair Market Value on the
exercise date over (y) the exercise price of the option.



3.8 Change in Control.




     (a) (1) Notwithstanding any provision in this Plan or any Agreement, in the event of a Change
in Control pursuant to Section 3.8(b)(3) or (4) below in connection with which the holders of
Common Stock receive shares of common stock that are registered under Section 12 of the Exchange
Act, (i) all outstanding options shall immediately become exercisable in full and (ii) the
Restriction Period applicable to any restricted stock award shall lapse, and there shall be
substituted for each share of Common Stock available under this Plan, whether or not then subject
to an outstanding option or restricted stock award, the number and class of shares into which each
outstanding share of Common Stock shall be converted or for which it shall be exchanged pursuant to
such Change in Control. In the event of any such substitution, the purchase price per share of
each option shall be appropriately adjusted by the Board, as constituted prior to such Change in
Control (whose determination shall be final, binding and conclusive), such adjustments to be made
without an increase in the aggregate purchase price.



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     (2) Notwithstanding any provision in this Plan or any Agreement, in the event of a Change in
Control pursuant to Section 3.8(b)(1) or (2) below, or in the event of a Change in Control pursuant
to Section 3.8(b)(3) or (4) below in connection with which the holders of Common Stock receive
consideration other than shares of common stock that are registered under Section 12 of the
Exchange Act, then (i) each outstanding share of restricted stock shall be surrendered to the
Company by the holder thereof and be immediately canceled by the Company, and the holder shall
receive, within ten days of the occurrence of such Change in Control, a cash payment from the
Company in an amount equal to the number of shares of Common Stock then subject to such restricted
stock award, multiplied by the greater of (A) the highest per share price offered to shareholders
of the Company in any transaction whereby the Change in Control takes place or (B) the Fair Market
Value of a share of Common Stock on the date of occurrence of the Change in Control and (ii) the
Board, as constituted prior to such Change in Control, may in its discretion require either (x)
that each outstanding option be surrendered to the Company by the holder thereof and be immediately
canceled by the Company, and that the holder receive, within ten days of the occurrence of such
Change in Control, a cash payment from the Company in an amount equal to the number of shares of
Common Stock then subject to such option, multiplied by the excess, if any, of (A) the greater of
(1) the highest per share price offered to shareholders of the Company in any transaction whereby
the Change in Control takes place or (2) the Fair Market Value of a share of Common Stock on the
date of occurrence of the Change in Control over (B) the purchase price per share of Common Stock
subject to the option or (y) that each outstanding stock option immediately become exercisable in
full and that shares of capital stock of the surviving corporation in such Change in Control, or a
parent corporation thereof, be substituted for some or all of the shares of Common Stock available
under this Plan, whether or not then subject to an outstanding option. In the event of any
substitution under subsection (y) hereof, the purchase price per share of Common Stock subject to
each option shall be appropriately adjusted by the Board, as constituted prior to such Change in
Control (whose determination shall be final, binding and conclusive), such adjustments to be made
without an increase in the aggregate purchase price. The Company may, but is not required to,
cooperate with any person who is subject to Section 16 of the Exchange Act to assure that any cash
payment in accordance with the foregoing to such person is made in compliance with Section 16 and
the rules and regulations thereunder.



     (b) “Change in Control” shall mean



     (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) of the Exchange Act , of beneficial
ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of both (x) 25% or
more of the combined voting power of the then outstanding securities of the Company entitled to
vote generally in the election of directors (the “Outstanding Company Voting Securities”)
and (y) combined voting power of the Outstanding Company Voting Securities equal to or in excess of
the combined voting power of the Outstanding Company Voting Securities held by the Krasny Family
(as hereinafter defined); 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 any member of the Krasny Family), (B)
any acquisition by the Company, any



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member of the 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 or maintained by the Company
or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to
a reorganization, merger or consolidation 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 Section 3.8(b) shall be satisfied, provided that, for purposes of
clause (B), if any Person (other than the Company or any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the Company or any member
of the Krasny Family) shall, by reason of an acquisition of Outstanding Company Voting Securities
by the Company, become the beneficial owner of both (x) 25% or more of the Outstanding Company
Voting Securities and (y) combined voting power of the Outstanding Company Voting Securities equal
to or in excess of the combined voting power of the Outstanding Company Voting Securities held by
the Krasny Family, and such Person shall, after such acquisition of Outstanding Company Voting
Securities by the Company, become the beneficial owner of any additional Outstanding Company Voting
Securities and such beneficial ownership is publicly announced, such additional beneficial
ownership shall constitute a Change in Control;




     (2) individuals who, as of the date of approval of this Plan by the shareholders of the
Company, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of such Board; provided, however, that any individual who becomes
a director of the Company subsequent to the date of approval of this Plan by the shareholders of
the Company whose election, or nomination for election by the Company’s shareholders, was approved
by the vote of at least a majority of the directors then comprising the Incumbent Board shall be
deemed a member of the Incumbent Board; and provided further, that no individual
who was initially elected as a director of the Company as a result of an actual or threatened
solicitation by a person or group for the purpose of opposing a solicitation by any other person or
group with respect to the election or removal of directors, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any Person other than the Board shall be
deemed a member of the Incumbent Board;



     (3) consummation of a reorganization, merger or consolidation unless, in any such case,
immediately after such reorganization, merger or consolidation, (i) more than 50% of the combined
voting power of the then outstanding securities of the corporation resulting from such
reorganization, merger or consolidation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially all of the individuals or
entities who were the beneficial owners, respectively, of the Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation, (ii) no Person (other than the
Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or the
corporation resulting from such reorganization, merger or consolidation (or any corporation
controlled by the Company) and any Person which beneficially owned, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, 25% or more of the Outstanding
Company Voting Securities) beneficially owns, directly or indirectly, both (x) 25% or more of the
combined voting power of the then outstanding securities of such corporation entitled to vote
generally in the election of directors and (y) combined voting power of the then outstanding
securities of such corporation equal to or in excess of the combined voting power of the then
outstanding securities of such corporation held by the Krasny Family



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and (iii) at least a majority of the members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement or action of the Board providing for such
reorganization, merger or consolidation; or




     (4) consummation of (i) a plan of complete liquidation or dissolution of the Company or (ii)
the sale or other disposition of all or substantially all of 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 the combined voting power of the then outstanding securities thereof entitled to vote
generally in the election of directors is then beneficially owned, directly or indirectly, by all
or substantially all of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Voting Securities immediately prior to such sale or other disposition,
(B) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or
maintained by the Company or such corporation (or any corporation 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 Securities) beneficially owns,
directly or indirectly, both (x) 25% or more of the combined voting power of the then outstanding
securities thereof entitled to vote generally in the election of directors and (y) combined voting
power of the then outstanding securities thereof equal to or in excess of the combined voting power
of the then outstanding securities thereof held by the Krasny Family and (C) at least a majority of
the members of the board of directors thereof were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board providing for such sale or other
disposition.



     (c) “Krasny Family” shall mean Michael P. Krasny, Janet Krasny, any descendant of
Michael P. Krasny or Janet Krasny or the spouse of any such descendant (collectively, the
“Krasny Family Group”), any trust, partnership or other entity for the benefit of any
member of the Krasny Family Group, the estate of any member of the Krasny Family Group or any
charitable organization established by any member of the Krasny Family Group.


3.9 Rights as Shareholder. No person shall have any rights as a shareholder of the Company
with respect to any shares of Common Stock which are subject to an award hereunder until such
person becomes a shareholder of record with respect to such shares of Common Stock.



3.10 Designation of Beneficiary. If permitted by the Company, a holder of an award may
file with the Committee a written designation of one or more persons as such holder’s beneficiary
or beneficiaries (both primary and contingent) in the event of the holder’s death. To the extent
an outstanding option granted hereunder is exercisable, such beneficiary or beneficiaries shall be
entitled to exercise such option.




     Each beneficiary designation shall become effective only when filed in writing with the
Committee during the holder’s lifetime on a form prescribed by the Committee. The spouse of a
married holder domiciled in a community property jurisdiction shall join in any designation of a
beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation
shall cancel all previously filed beneficiary designations.



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     If an optionee fails to designate a beneficiary, or if all designated beneficiaries of an
optionee predecease the optionee, then each outstanding option hereunder held by such optionee, to
the extent exercisable, may be exercised by such optionee’s executor, administrator, legal
representative or similar person.


3.11 Governing Law. This Plan, each award hereunder and the related Agreement, and all
determinations made and actions taken pursuant thereto, shall be governed by the laws of the State
of Illinois and construed in accordance therewith without giving effect to principles of conflicts
of laws.





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