EXHIBIT 10(jj)
CDW COMPUTER CENTERS, INC.
RESTRICTED STOCK AWARD
CDW Computer Centers, Inc., an Illinois corporation (the
"Company"), hereby grants to John A. Edwardson (the "Employee") on January 28,
2001 (the "Grant Date"), a restricted stock award (the "Award") of 100,000
shares of the Company's Common Stock, par value $.01 per share ("Stock"), upon
and subject to the restrictions, terms and conditions set forth below.
1. Award Subject to Acceptance of Agreement. The Award shall
become null and void unless the Employee shall (a) accept this Agreement by
executing it in the space provided below and returning it to the Company and (b)
execute and return one or more irrevocable stock powers to facilitate the
transfer to the Company (or its assignee or nominee) of all or a portion of the
shares subject to the Award, if shares are forfeited pursuant to Paragraph 4
hereof or if required under applicable laws or regulations. As soon as
practicable after the Employee has executed this Agreement and such stock power
or powers and returned the same to the Company, the Company shall cause to be
issued in the Employee's name a stock certificate or certificates representing
the total number of shares of Stock subject to the Award.
2. Rights as a Stockholder. The Employee shall have the right
to vote the shares of Stock subject to the Award and to receive dividends and
other distributions thereon unless and until such shares are forfeited pursuant
to Paragraph 4 hereof; provided, however, that a dividend or other distribution
(including, without limitation, a stock dividend or stock split), other than a
regular cash dividend, shall be delivered to the Company (and the Employee
shall, if requested by the Company, execute and return one or more irrevocable
stock powers related thereto) and shall be subject to the same restrictions as
the shares of Stock with respect to which such dividend or other distribution
was made.
3. Custody and Delivery of Certificates Representing Shares.
The Company shall hold the certificate or certificates representing the shares
of Stock subject to the Award until such Award shall have vested, in whole or in
part, pursuant to Paragraph 4 hereof, and the Company shall as soon thereafter
as practicable, subject to Paragraph 6.3 hereof, deliver the certificate or
certificates for the vested shares to the Employee and destroy the stock power
or powers relating to the vested shares. If such stock power or powers also
relate to unvested shares, the Company may require, as a condition precedent to
delivery of any certificate pursuant to this Paragraph 3, the execution and
delivery to the Company of one or more irrevocable stock powers relating to such
unvested shares.
4. Restriction Period and Vesting. (a) The Award shall vest
(i) with respect to 25,000 shares of Stock subject to the Award, subject to
adjustment as provided in Paragraph 6.4 hereof, on each of the first four
anniversaries of the Grant Date or (ii) earlier pursuant to Paragraph 4(b) or
4(c) hereof (the "Restriction Period").
(b) If, during the Restriction Period, the Employee's
employment with the Company terminates for any reason, the portion of the Award
which is not vested as of the effective date of the Employee's termination of
employment shall be forfeited by the Employee and such portion shall be canceled
by the Company; provided, however, that (1) if the Employee's employment is
terminated pursuant to Section 4(a) or 4(b) of the Employment Agreement dated
the date hereof (the "Employment Agreement") between the Company and the
Employee, the portion of the Award which is not vested as of the effective date
of the Employee's termination of employment shall immediately become fully
vested and (2) if the Employee's employment is terminated pursuant to Section
4(d) or 4(f) of the Employment Agreement, one-half of the portion of the Award
which is not vested as of the effective date of the Employee's termination of
employment shall immediately become fully vested and the other one-half of the
portion of the Award which is not vested as of such date shall be forfeited by
the Employee and canceled by the Company.
(c) In the event of a Change in Control, the Award shall
immediately become fully vested. For purposes of this Agreement, "Change in
Control" shall have the meaning set forth in the Transitional Compensation
Agreement dated the date hereof between the Company and Employee, as such term
may be amended from time to time in accordance with the terms of such
Transitional Compensation Agreement.
5. Termination of Award. In the event that the Employee shall
forfeit all or a portion of the shares of Stock subject to the Award, the
Employee shall promptly return this Agreement to the Company for full or partial
cancellation, as the case may be. Such cancellation shall be effective
regardless of whether the Employee returns this Agreement.
6. Additional Terms and Conditions of Award.
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6.1. Nontransferability of Award. During the Restriction
Period, the shares of Stock subject to the Award and not then vested may not be
transferred by the Employee other than by will or the laws of descent and
distribution. Except as permitted by the foregoing, during the Restriction
Period, the shares of Stock subject to the Award and not then vested may not 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. Any such attempted sale, transfer,
assignment, pledge, hypothecation or encumbrance, or other disposition of such
shares shall be null and void.
6.2. Investment Representation. The Employee hereby covenants
that (a) any sale of any share of Stock acquired upon the vesting of the Award
shall be made either pursuant to an effective registration statement under the
Securities Act of 1933, as amended (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 (b) the Employee shall comply
with all regulations and requirements of any regulatory authority having control
of or supervision over the issuance of the shares and, in connection therewith,
shall execute any documents which the Compensation Committee (the "Committee")
of the Board of Directors shall in its sole discretion deem necessary or
advisable.
6.3. Withholding Taxes. (a) As a condition precedent to the
delivery to the Employee of any shares of Stock subject to the Award, the
Employee shall, upon request by the Company, pay to the Company such amount of
cash 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 the Award. If
the Employee 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
Employee.
(b) The Employee may elect to satisfy his obligation to
advance the Required Tax Payments by any of the following means: (1) a cash
payment to the Company pursuant to Paragraph 6.3(a) hereof, (2) delivery to the
Company of previously owned whole shares of Stock (which the Employee has held
for at least six months prior to the delivery of such shares or which the
Employee purchased on the open market and for which the Employee has good title,
free and clear of all liens and encumbrances) having a Fair Market Value,
determined as of the date the obligation to withhold or pay taxes first arises
in connection with the Award (the "Tax Date"), equal to the Required Tax
Payments, or (3) a cash payment by a broker-dealer acceptable to the Company
through whom the Employee has sold the shares with respect to which the Required
Tax Payments have arisen. The Committee shall have sole discretion to disapprove
of an election pursuant to either clause (2) or (3). Shares of Stock to be
delivered may have a Fair Market Value in excess of the minimum amount of the
Required Tax Payments, but not in excess of the amount determined by applying
the Employee's maximum marginal tax rate. Any fraction of a share of Stock which
would be required to satisfy such an obligation shall be disregarded and the
remaining amount due shall be paid in cash by the Employee. No certificate
representing a share of Stock shall be delivered until the Required Tax Payments
have been satisfied in full. For purposes of this Agreement, "Fair Market Value"
shall mean the closing sale price of a share of Common Stock on the NASDAQ
National Market on the date as of which such value is being determined or, if
there shall be no sale on such date, on the next preceding date for which a sale
was reported; provided that if Fair Market Value for any date cannot be
determined as above provided, Fair Market Value shall be determined by the
Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.
6.4. 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 Stock other than a
regular cash dividend, the number and class of shares subject to the Award shall
be appropriately adjusted by the Committee. The decision of the Committee
regarding any such adjustment shall be final, binding and conclusive.
6.5. Compliance with Applicable Law. The Award is subject to
the condition that if the listing, registration or qualification of the shares
subject to the 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 vesting
or delivery of shares hereunder, the shares of Stock subject to the Award may
not be delivered, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained, free of
any conditions not acceptable to the Company. The Company agrees to use
reasonable best efforts to effect or obtain any such listing, registration,
qualification, consent or approval.
6.6. Transfer Taxes. The Company shall pay all original issue
or transfer taxes and all fees and expenses incident to the delivery of
certificates pursuant to Paragraph 3 hereof, except as otherwise provided in
Paragraph 6.3 hereof.
6.7. Award Confers No Rights to Continued Employment. In no
event shall the granting of the Award or its acceptance by the Employee give or
be deemed to give the Employee any right to continued employment by the Company
or any affiliate of the Company.
6.8. Decisions of Board or Committee. The Committee shall have
the right to resolve all questions which may arise in connection with the Award.
Any interpretation, determination or other action made or taken by the Committee
regarding this Agreement shall be final, binding and conclusive.
7. Miscellaneous Provisions.
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7.1. Meaning of Certain Terms. As used herein, the term "vest"
shall mean no longer subject to forfeiture and all rights hereunder shall be
deemed to be vested. As used herein, employment by the Company shall include
employment by a corporation which is a "subsidiary corporation" of the Company,
as such term is defined in section 424 of the Internal Revenue Code of 1986, as
amended (the "Code"). References in this Agreement to sections of the Code shall
be deemed to refer to any successor section of the Code or any successor
internal revenue law.
7.2. Successors. 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, upon the death of the Employee, acquire any rights
hereunder in accordance with this Agreement.
7.3. Notices. All notices, requests or other communications
provided for in this Agreement shall be made in writing either (a) by personal
delivery to the party entitled thereto, (b) by facsimile with confirmation of
receipt, (c) by mailing in the United States mails to the last known address of
the party entitled thereto 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 is not received during regular business hours, it shall be deemed
to be received on the next succeeding business day of the Company.
7.4. Governing Law. This Agreement and all determinations made
and actions taken pursuant hereto, to the extent not governed by the laws of the
United States, shall be governed by the laws of the State of Illinois and
construed in accordance therewith without giving effect to conflicts of laws
principles.
7.5. Counterparts. This Agreement 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.
CDW COMPUTER CENTERS, INC.
By: /s/ Michael P. Krasny
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Name: Michael P. Krasny
Title: Chairman
Accepted this 28th day of January, 2001.
/s/ John A. Edwardson
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John A. Edwardson