EXHIBIT 10(kk)
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement dated as of February 2, 2001 (this
"Agreement") between CDW Computer Centers, Inc., an Illinois corporation, (the
"Company") and Gregory C. Zeman ("Mr. Zeman").
RECITALS
Whereas, the Company desires to purchase from Mr. Zeman, and Mr. Zeman
desires to sell to the Company, 1,181,818 shares (the "Subject Shares") of
common stock, par value $0.01 per share, of the Company (the "Common Stock"), in
exchange for payment by the Company to Mr. Zeman of the Purchase Price (as
defined herein), all in accordance with the terms and conditions set forth
below.
Now, therefore, in consideration of the agreements and covenants
contained herein, the parties hereto agree as follows:
Article I
Purchase of Shares
Section 1.01 Purchase and Sale. Subject to the terms and conditions of
this Agreement, at the Closing (as defined herein) the Company shall purchase
from Mr. Zeman, and Mr. Zeman shall sell to the Company, the Subject Shares.
Section 1.02 Purchase Price. The aggregate purchase price for the
Subject Shares shall be $45,408,993.01 (the "Purchase Price").
Article II
Closing
Section 2.01 Closing Date. The closing (the "Closing") of the purchase
and sale of the Subject Shares shall occur on the first business day following
the date hereof (the "Closing Date").
Section 2.02 Deliveries by Mr. Zeman. On the Closing Date, Mr. Zeman
shall deliver or cause to be delivered to the Company one or more certificates
representing the Subject Shares, each certificate duly endorsed by Mr. Zeman or
accompanied by an appropriate stock power duly executed by Mr. Zeman. Mr. Zeman
shall execute and deliver such further instruments and take such further actions
as may be reasonably requested by the Company to carry out the intent and
purposes of this Agreement.
Section 2.03 Deliveries by the Company. On the Closing Date, the
Company shall deliver to Mr. Zeman the Purchase Price by wire transfer to the
account designated on Exhibit A attached hereto. The Company shall execute and
deliver such instruments and take such further actions as may be reasonably
requested by Mr. Zeman to carry out the intent and purposes of this Agreement.
Article III
Representation and Warranty of Mr. Zeman
Section 3.01 Title to Subject Shares. Mr. Zeman is the sole owner of
the Subject Shares. There are no outstanding options, warrants or other rights
to acquire any of the Subject Shares. The Subject Shares shall be transferred by
Mr. Zeman to the Company on the Closing Date free and clear of all liens, claims
and encumbrances.
Article IV
Representation and Warranty of the Company
Section 4.01 Authority and Enforceability. The Company hereby
represents and warrants that it has the requisite corporate power and authority
to execute this Agreement and deliver the Purchase Price, that this Agreement
has been duly authorized (by action of the Board of Directors, following a
recommendation from an independent committee of outside directors), executed and
delivered by the Company and that this Agreement is the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as the same may be limited by bankruptcy, insolvency or other
laws relating to or affecting the enforcement of creditors' rights generally and
the effect of general principles of equity.
Article V
Covenants of Mr. Zeman
Section 5.01 Lock-up Period. From the Closing Date through May 3, 2001
(the "Lock-up Period"), Mr. Zeman shall not, without the prior written consent
of the Company, offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of, or otherwise dispose of or transfer any shares
of Common Stock, provided, however, that Mr. Zeman will not be prohibited from
(i) selling additional shares of Common Stock to the Company or (ii) selling
shares of Common Stock in private sales to "qualified institutional buyers," as
such term is defined in Rule 144A under the Securities Act of 1933.
Section 5.02 Post-Lock-up Period Rule 144 Sales. Mr. Zeman agrees that
he shall execute all Rule 144 sales made by him during the period commencing at
the end of the Lock-Up Period and ending on December 31, 2003 through a broker
chosen by the Company and approved by him, provided that such approval shall not
be unreasonably withheld.
Article VI
Miscellaneous
Section 6.01 Assignment and Succession. The rights and obligations of
the parties under this Agreement shall inure to the benefit of and be binding
upon their respective successors and assigns.
Section 6.02 Headings. The Article and Section headings in this
Agreement are for convenience of reference only and shall not define or limit
the provisions hereof.
Section 6.03 Applicable Law. This Agreement shall at all times be
governed by and construed, interpreted and enforced in accordance with the laws
of the State of Illinois without giving effect to the provisions, policies or
principles thereof relating to choice or conflict of laws that would result in
the application of the law of another jurisdiction.
Section 6.04 Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall be deemed an original and all
of which shall constitute one and the same instrument.
Section 6.05 Public Statements. Mr. Zeman and the Company shall, to the
extent practicable, consult with each other prior to making any public
statements regarding the Company's purchase of the Subject Shares.
In Witness Whereof, the parties hereto have executed this Agreement as
of the day and year first above written.
CDW Computer Centers, Inc.
By: /s/ Harry J. Harczak, Jr.
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Name: Harry J. Harczak, Jr.
Its: Chief Financial Officer,
Treasurer and Secretary
/s/ Gregory C. Zeman
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Gregory C. Zeman