Exhibit 10.25


 


 


Datalink Corporation


8170
Upland Circle


Chanhassen,
Minnesota  55317


 


October 31, 2005


 


Messrs.
Charles B. Westling and Daniel J. Kinsella and Ms. Mary E. West


Datalink
Corporation


8170
Upland Circle


Chanhassen,
Minnesota  55317


 


                Re:          Correction to Restricted Stock Award Agreements dated
August 13, 2004


 


Dear
Charlie, Dan and Mary:


 


                Based upon our discussions, and
review of the minutes from the compensation committee meetings, we have
mutually determined that a mistake was made in the drafting of some of the
vesting language in your restricted stock agreements.  I am writing to confirm everyone’s agreement
to both acknowledge and correct this error, effective as of August 13, 2004,
the original creation date of the agreements.


 


                Specifically, we have agreed
that the definition of “Return on Invested Capital” in the restricted stock
agreements was originally intended to read as follows:


 


                (n)           “Return on Invested
Capital” means, as of any particular Determination Date, a fraction
(expressed as a percentage), the numerator of which is the two times the amount
of positive net income of the Company (as adjusted in accordance with the
following sentence) for the two consecutive fiscal quarters ended on the
Determination Date, and the denominator of which is the sum of (x) the Company’s
total stockholders’ equity as of the Determination Date
March 31, 2004 (as adjusted in accordance with the second sentence
below) and (y) the Company’s long-term debt as of the Determination Date, in
each case, as such financial metrics (except as to the adjustments in the next
two sentences) are Publicly Announced by the Company.  For purposes of the
prior sentence, the Publicly Announced net income amount for the applicable two
consecutive fiscal quarters shall be increased by (i) any stock option expense
or amortization amount charged during such quarters that relates to option or
other equity grants made prior to the Grant Date and (ii) any restricted stock
expense or amortization amount charged during such quarters on account of
vesting of any Restricted Stock pursuant to Sections 5(b) or 5(c) of this
Agreement or the similar provisions of any other similar restricted stock grant
agreement.  Further, for purposes of the first sentence, the Publicly
Announced total stockholders’ equity as of the Determination Date
March 31, 2004 shall be increased by an amount equal to the positive
net income of the Company (as adjusted in accordance with the preceding
sentence) for the two consecutive fiscal quarters ended on the Determination
Date.


 


                If the above corrections are
consistent with your understanding, please indicate by your signature below.


 


	
  Very
  truly yours,

  	
   

  	
  The
  correction is agreed to and accepted:

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Datalink
  Corporation

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Charles
  B. Westling

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
  Greg
  R. Meland, Chief Executive Officer

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Daniel
  J. Kinsella

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mary
  E. West