Exhibit 10 (b)
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement dated as of May 7th, 2002 (this "Agreement")
between CDW Computer Centers, Inc., an Illinois corporation, (the "Company")
and Xxxxxx X. Xxxx ("Xx. Xxxx").
RECITALS
WHEREAS, the Company and Xx. Xxxx entered into a Registration Rights
Agreement dated February 5, 2001 pursuant to which Xx. Xxxx has certain rights
to demand one time in each of calendar years 2001, 2002 and 2003 (each, a
"Registration Demand"), that the Company repurchase or register for public sale
shares of common stock, par value $0.01 per share, of the Company ("Common
Stock"), held by Xx. Xxxx or acquired by him pursuant to the exercise of
certain options.
WHEREAS, Xx. Xxxx delivered to the Company on April 23, 2002 a
Registration Demand covering 384,376 shares of Common Stock.
WHEREAS, Xx. Xxxx desires to sell to the Company, and the Company
desires to purchase from Xx. Xxxx, the 384,376 shares (the "Subject Shares") of
Common Stock that are the subject of the Registration Demand, in exchange for
payment by the Company to Xx. Xxxx 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 Xx. Xxxx, and Xx. Xxxx shall sell to the Company, the Subject
Shares.
Section 1.02 Purchase Price. The aggregate purchase price for the
Subject Shares shall be $19,026,612 (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 date hereof (the "Closing
Date").
Section 2.02 Deliveries by Xx. Xxxx. On the Closing Date, Xx. Xxxx
shall deliver or cause to be delivered to the Company one or more certificates
representing the Subject Shares, each certificate duly endorsed by Xx. Xxxx or
accompanied by an appropriate stock power duly executed by Xx. Xxxx. Xx. Xxxx
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 Xx. Xxxx 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 Xx. Xxxx to carry out the intent and purposes of this Agreement.
ARTICLE III
REPRESENTATION AND WARRANTY OF XX. XXXX
Section 3.01 Title to Subject Shares. Xx. Xxxx represents and
warrants that he is the sole owner of the Subject Shares and that there are no
outstanding options, warrants or other rights to acquire any of the Subject
Shares. Xx. Xxxx further represents and warrants that the Subject Shares shall
be transferred by Xx. Xxxx to the Company on the Closing Date free and clear of
all liens, claims and encumbrances.
Section 3.02 No Conflict. Xx. Xxxx represents and warrants that the
execution, delivery and performance of this Agreement by him does not and will
not conflict with, breach, violate or cause a default under any contract,
agreement (including any "lock-up" agreement), instrument, order, judgment or
decree to which he is a party or by which he is bound.
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, 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 AND AGREEMENTS OF XX. XXXX
Section 5.01 Registration Demand. Xx. Xxxx acknowledges and agrees that
the purchase of the Subject Shares and the payment of the Purchase Price (less
any required withholding taxes) and the performance of the Company's other
obligations under this Agreement, if any, fully satisfy the Company's
obligations with respect to the Registration Demand delivered by Xx. Xxxx on
April 23, 2002 pursuant to the Registration Rights Agrement and that the Company
shall have no further obligations with respect to such Registration Demand and
no obligations whatsoever with respect to any other Registration Demands made by
Xx. Xxxx under the Registration Rights Agreement with respect to calendar year
2002.
Section 5.02 Lock-up Period. From the Closing Date through August 5, 2002
(the "Lock-up Period"), Xx. Xxxx 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 Xx. Xxxx 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 5.03 Post-Lock-up Period Rule 144 Sales. Xx. Xxxx 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. Xx. Xxxx 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. Xx. Xxxx
acknowledges that the Company intends to issue a press release describing the
sale under this Agreement.
* * *
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/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Vice President, General Counsel
/s/ Xxxxxx X. Xxxx
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XXXXXX X. XXXX
