1
EXHIBIT 10 (pp)
CDW 1997 OFFICER AND MANAGER
BONUS PLAN
2
CDW 1997 OFFICER AND MANAGER BONUS PLAN
The purpose of the CDW 1997 Officer and Manager Bonus Plan (the "Plan")
is to provide CDW Computer Centers, Inc., an Illinois corporation (the
"Company"), with a means of retaining and motivating the management personnel
designated by the Committee, as defined below ("Participating Employees"), by
offering them bonus compensation.
The terms and provisions of the Plan are as follows:
1. Administration. The Plan shall be administered by the CDW
Compensation and Stock Option Committee (the "Committee") of the Company's Board
of Directors. All questions arising under the Plan shall be decided by the
Committee and its determination shall be conclusive.
2. Bonus Grants. Bonuses shall be awarded under the Plan as follows:
(a) A Participating Employee's bonus will equal 100% of
his/her aggregate bonus under the CDW 1996 Officer and Manager Bonus
Plan (on a dollar basis) plus fifteen percent (15%). The dollar amount
of the aggregate bonus equal to the aggregate 1996 bonus shall be
payable in the same proportion of cash and options to acquire common
stock of the Company as were paid for 1996.
(b) For each dollar that is over 1996's bonus, the 1997 bonus
will be paid one-third (1/3) in cash and the other two-thirds (2/3) in
options to acquire common stock of the Company.
(c) All options granted pursuant to (a) and (b) above shall
have an exercise price of $.01 per share and vest on January 1, 2002
subject to continuous employment with the Company.
3. Amendment and Termination of Plan. The Committee may from time to
time amend, suspend or terminate the Plan in whole or in part as necessary to
comply with applicable laws and governing bodies.
4. Shareholder Approval. If necessary to conform with applicable laws
and governing rules and regulations, or any requirements of the Nasdaq Stock
Market or the Company's transfer agent, the Plan shall be submitted for approval
of the Company's shareholders prior to any shares of Company common stock being
issued.
5. Death or Disability. Notwithstanding the provisions of Section 2(c);
(a) if cessation of employment occurs by reason of the
Disability of the Participating Employee, all options shall
automatically vest immediately upon the issuance of a Final Certificate
(as hereinafter defined); and
(b) if cessation of employment occurs by reason of death while
in the employ of the Company, all options shall automatically vest
immediately.
(c) "Disability" for purposes of this Plan shall be defined as
follows:
(i) If a Participating Employee becomes disabled
during the term of his/her employment and prior to January 1,
2002 by reason of illness, accident or any other cause, the
Company shall have the right to appoint a physician or
physicians to (A) examine the Participating Employee at
reasonable intervals from time to time in connection with such
disability and (B) deliver to the Company (1) a certificate
("Initial Certificate") certifying whether or not such
disability occurred and, if so, the date on which it commenced
("Onset Date"); and (2) if the condition or disability
continues uninterrupted for a one (1) year period beginning on
the Onset Date and ending on the one (1) year anniversary
thereof, a certificate ("Final Certificate") certifying that
fact. The Participating Employee shall cooperate fully with
the physician(s) as set forth in either the Initial
Certificate or the Final Certificate or both and the
Participating Employee shall have the right to appoint another
physician to examine the Participating Employee and determine
the same matters. If the physicians appointed by the Company
and by the Participating Employee do not agree, such
physicians shall jointly appoint a third physician to examine
the Participating Employee and determine the same matters. The
determination of the third physician shall be binding on the
Company and the Participating Employee; and
1
3
(ii) In determining whether the Participating
Employee is disabled for purposes of the Initial Certificate,
the standard to be applied by any physician appointed in
accordance with this Paragraph shall be, at the Company's
election, either of the following: the Participating Employee
will be deemed disabled if on the applicable Onset Date (A) he
or she is unable to render to the Company services of
substantially the kind and nature, and to substantially the
extent, being rendered by him or her pursuant to this Plan
during the fiscal quarter next preceding such Onset Date, or
(B) his or her medical condition satisfies such other standard
of total disability as is to be applied under any policy of
insurance, the proceeds of which would be payable to fund a
claim or claims of disability with respect to the
Participating Employee. If more than one such policy is in
effect at the time of such physician's determination, the
Company shall designate which policy standard shall apply. The
standard used for purposes of the Initial Certificate shall
also be used for purposes of the Final Certificate.
6. Restrictive Covenants. In the event that any Participating Employee
becomes 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 of the Company at any time prior to
January 1, 2003: (i) all unexercised Options shall be forfeited and (ii) any
Option Proceeds shall be immediately due and payable by the Participating
Employee. For purposes of this Paragraph, "Option Proceeds" shall mean (i) the
difference between (A) the per share closing price of the Company's Common Stock
as reported on the Nasdaq Stock Market or such other reported value of the
Common Stock as shall be specified by the Committee at the date of exercise and
(B) the per share exercise price of the option, multiplied by (ii) the number of
shares acquired pursuant to any exercise of options issued under this Agreement
which occurs after the date 12 months prior to the date of termination of
employment with the Company. For purposes of this Paragraph, "Competitor" shall
be any entity or person which engages for any portion of its business in the
direct marketing of personal computer products to residents of the United States
including, but not limited to, sale by mail order. The remedy provided by this
Paragraph shall be in addition to and not in lieu of any rights or remedies
which Company may have against the Participating Employee in respect of a breach
by the Participating Employee of any duty or obligation to the Company.
7. Effective Date. This Plan shall be effective as of December 31,
1997.
2