SEPARATION AGREEMENT AND GENERAL RELEASE
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This Separation Agreement and General Release ("Agreement"), dated December 3, 2001, is made by and between CDW Computer
Centers, Inc. (the "Company") and Xxxx X. Xxxxx ("Employee").
WHEREAS, Employee has been employed by the Company;
WHEREAS, the Company and the Employee wish to terminate such employment relationship pursuant to this Agreement;
WHEREAS, the Employee and the Company desire to resolve all matters between them as a result of the cessation of the
employment relationship; and
WHEREAS, the Employee and the Company have negotiated this Agreement between themselves and it is not part of a group
incentive or other termination program.
NOW THEREFORE, in consideration of the mutual promises and covenants made herein, the Company and Employee (collectively
referred to as the "Parties") hereby agree as follows:
1. Effective Date. This Agreement shall be effective as of the date hereof (the "Effective Date").
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2. Termination of Employment. The employment of Employee by the Company will cease on January 2, 2002 ("Termination Date").
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Employee shall remain as an employee of the Company until the Termination Date.
3. Resignation. The Employee shall hereby be considered to have tendered his resignation as an officer of the Company
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effective as of September 28, 2001.
4. Consideration.
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(a) Pay. The Employee will continue to receive his current biweekly salary of SEVEN THOUSAND SEVEN HUNDRED SEVENTY SEVEN
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DOLLARS AND THIRTY SEVEN CENTS ($7,777.37), less all legally required and applicable tax and payroll
deductions through the pay period ending, and applicable to services rendered through, Wednesday,
January 2, 2002. The Company shall pay Employee all accrued and unused vacation time, in an amount equal
to NINETEEN THOUSAND FOUR HUNDRED FORTY DOLLARS AND NINETY-THREE CENTS ($19,440.93) on or before
January 2, 2002.
(b) Bonus. The Employee will receive a pro rata share of his projected 2001 cash bonus compensation, such pro rata share to be
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in the amount of THREE HUNDRED TWELVE THOUSAND EIGHT HUNDRED SEVENTY SEVEN DOLLARS ($312,877.00), less all
legally required and applicable tax and payroll deductions. Such pro rata bonus compensation shall be paid
by the Company to the Employee as follows: On or before December 7, 2001, SIXTY THOUSAND DOLLARS
($60,000.00); and on or before February 28, 2002, TWO HUNDRED TWELVE THOUSAND EIGHT HUNDRED SEVENTY SEVEN
DOLLARS ($212,877.00). The remaining FORTY THOUSAND DOLLARS ($40,000.00) of the Employee's pro rata bonus
shall be paid to his attorneys pursuant to paragraph 21 hereof.
(c) Non-Competition Payment. In consideration for the Employee's agreement to the provisions contained in paragraphs 13 to 15
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herein, the Company shall pay him SEVEN HUNDRED TWENTY ONE THOUSAND THREE HUNDRED EIGHTY DOLLARS
($721,380.00). This amount will be paid to the Employee as follows: FIFTY FIVE THOUSAND FOUR HUNDRED
NINETY DOLLARS AND SEVENTY SIX CENTS ($55,490.76) on or before December 7, 2001, and twelve (12)
consecutive equal monthly installments of FIFTY FIVE THOUSAND FOUR HUNDRED NINETY DOLLARS AND SEVENTY SEVEN
CENTS ($55,490.77) each, starting on January 31, 2002, and continuing on the last business day of each
month thereafter through and including December 31, 2002.
5. Cooperation. Through and including January 2, 2002, the Employee will endeavor to reasonably make himself available (but
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shall not be required to travel) as needed by the Company during regular business hours to assist in an orderly transition
of his duties and responsibilities, it being understood, however, that any deemed non-performance or insufficient performance
by Employee of this provision shall not entitle the Company to assert or claim any breach of this Agreement by Employee or a
right to any damages or remedies under this Agreement or otherwise.
6. Vesting of Stock. On the Termination Date, Employee shall have certain vested options or grant of shares of Company stock
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("Company Stock"). These stock options or grants shall continue to be subject to the terms and conditions of the MPK Restricted Stock
Plan, applicable Company's Stock Option Plans and Stock Option Agreements between Employee and the Company (collectively, the "Plan
Documents"). The Employee acknowledges and agrees that he has no right to any additional options or grants of the Company Stock
other than those specifically set forth in this Agreement. The following is a full and complete listing of all stock options and
grants held by the Employee which will be vested as of the Termination Date.
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PLAN/GRANT NO. OF SHARES
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MPK Restricted Stock Plan 18,751
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December 31, 1996 Grant 3,125
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February 20, 1997 Grant 6,251
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December 31, 1997 Grant 3,125
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December 31, 1997 Officer/Manager Grant 12,380
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December 31, 1998 Grant 2,875
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December 31, 2000 SMIP 13,984
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TOTAL OF VESTED OPTIONS/GRANTS 60,491
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The Employee specifically acknowledges that he has no right to the vesting of any additional options or grants of Company Stock other
than those listed in this Agreement. The Employee specifically acknowledges that the December 31, 2000 SMIP options referenced
above, while vested, are not exercisable until April 30, 2005. In recognition by the Company of Employee's acknowledgement and
representation that he has not been privy to any inside information of the Company since Employee departed the Company's premises on
September 28, 2001, as to which the Company represents it has no knowledge to the contrary, the Company hereby consents to and waives
any and all objections to the exercise by Employee of any or all of the above-listed stock options (other than the 13,984 options
granted December 31, 2000 pursuant to the December 31, 2000 SMIP, inasmuch as such 13,984 options are not exercisable until April 30,
2005) at any time or times on or prior to the date falling three (3) months after the Termination Date, any or all sales or other
transfers at any time or times on or after the date of exercise of such options of the shares of Company Stock underlying such
options, or any or all sales or other transfers of Company Stock issued to Employee pursuant to the MPK Restricted Stock Plan;
provided, however, that the Employee shall engage in no such transactions at any time at which he is aware of material nonpublic
information regarding the Company. The Company represents and covenants that the shares of Company Stock issued to Employee pursuant
to the MPK Restricted Stock Plan and the shares of Company Stock underlying the above-listed options have been registered pursuant to
applicable requirements of the Securities Act of 1933, as amended, and that, for so long as the Company remains a reporting company
under the Securities Exchange Act of 1934, as amended, the Company will use its best efforts to cause such shares to continue to be
so registered, such that Employee shall be able to freely sell such shares, upon their vesting, without restriction, at any time or
times, and when delivered to Employee upon exercise, such shares shall not bear any restrictive legend.
7. Benefits. Effective on January 2, 2002, Employee shall have the right to continue his health and dental insurance benefits
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pursuant to COBRA. The Company will pay the cost of Employee's such COBRA benefits through December 31, 2002, unless (and until) in
the interim the Employee commences employment through which he receives comparable health and dental insurance benefits at no cost to
him. Employee shall immediately notify the Company prior to December 31, 2002, if he obtains such other health and dental insurance
benefits. Employee shall continue to receive from the Company, at its expense, all insurance coverage (other then the life insurance
policy which is Employee owned, which Employee shall be entitled to retain as his own and the Company shall cooperate in connection
therewith) and other applicable benefits through the Termination Date. The Company further agrees to provide, at its expense, to the
Employee, if he shall so elect, outplacement counseling services, through a nationally recognized outplacement firm selected by the
Company and reasonably acceptable to Employee, for a period of one (1) year, commencing as of the Effective Date or the Termination
Date, as Employee may elect. Employee shall also have the right, in lieu of such outplacement services, to have the Company upon
reasonable notice reimburse him for an amount equal to Eight Thousand Dollars ($8,000.00) towards any continuing education expenses
or (in addition to and not in limitation of the provisions of paragraph 21 below) his legal fees. The Company also agrees to
reimburse Employee not later than December 7, 2001, if and to the extent he shall not have received reimbursement therefor, for any
and all of the pending submitted business expenses incurred by him on behalf of the Company (the parties will cooperate in good faith
after the date hereof to resolve the reimbursement to Employee of approximately $1,864.73 in such expenses which Employee may not yet
have received). The Company further agrees, in connection with assisting Employee in terminating his current membership at Royal
Melbourne Country Club, located at 0000 XXX, Xxxx Xxxxx, XX, 00000 ("Royal Melbourne"), to execute a letter (signed by a current
officer of the Company) addressed to Ms. Xxxxx Xxxx, the current Membership Director at Royal Melbourne (or to the current Membership
Director at Royal Melbourne, as the case may be), authorizing Royal Melbourne to, effective immediately, replace Employee as the
designated "payee" on that certain Non-Negotiable Membership Demand Deposit, dated May 1, 1996 ("Demand Deposit"). Moreover, such
letter will instruct Royal Melbourne (once Employee has presented Employee's original Demand Deposit to Royal Melbourne) to pay
Employee any or all monies owed to Employee upon Employee terminating his membership at Royal Melbourne. The Company will reasonably
cooperate with Employee in taking such further action and executing such further documents as may be necessary or appropriate to more
fully effectuate the foregoing transactions with respect to Royal Melbourne. In the event Employee's membership is not terminated at
Royal Melbourne, Employee (rather than the Company) shall be responsible for any expenses incurred by Employee at such club, or for
any membership fees properly charged by such club to Employee.
8. Payment of Salary. Employee acknowledges and represents that the Company shall have paid all salary, wages, accrued
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vacation, and any and all other benefits due to Employee once all of the payments and benefits provided for in this Agreement are
received by him.
9. Employee Release of Claims. Employee, on his own behalf, and on behalf of his respective heirs, family members, executors,
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administrators, successors, representatives and assigns, hereby fully and forever releases the Company and its officers, directors,
employees, investors, shareholders, administrators, agents, affiliates, divisions, subsidiaries, predecessors, successors and assigns
("Company Affiliates"), from, and agree not to xxx any of the foregoing persons or entities concerning, any claim, liability,
demands, sums of money, agreements, promises, damages, costs or expenses (including attorneys fees), duty, obligation or cause of
action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess
arising from any omissions or acts with respect to the Company that have occurred up until and including the Effective Date
including, without limitation:
(a) any and all claims relating to or arising from Employee's employment relationship with the Company and the termination of
that relationship;
(b) any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of shares of stock of the
Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach
of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express
and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or
intentional misrepresentation; negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault;
battery; invasion of privacy; false imprisonment; and conversion;
(d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, the Illinois
Human Rights Act, Title VII of the Civil Rights Acts of 1866, the Age Discrimination in Employment Act of
1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement
Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Federal Rehabilitation
Act of 1973, the Family and Medical Leave Act, the Federal Occupation Safety and Health Act and the Chicago
Human Rights Ordinance; and
(e) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination.
The Company and Employee agree that, subject to the next sentence, the release set forth in this section is and will remain a
complete general release as to the matters released. Notwithstanding anything herein to the contrary, Employee's release and covenant
not to xxx contained in this Agreement does not and shall not extend or apply to any rights, duties or obligations of the Company or
any Company Affiliates under this Agreement or to Employee's rights of indemnification, whether pursuant to this Agreement, the
articles of incorporation, by-laws or other corporate documents of the Company or any Company Affiliates, insurance policy(ies),
agreements or applicable law or otherwise), all of which are hereby expressly reserved.
10. Company Release; Indemnification.
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(a) The Company, on its own behalf and on behalf of the Company Affiliates, hereby fully and forever releases and discharges the
Employee, his heirs, family members, executors, administrators, agents, successors and assigns from, and
agrees not to xxx Employee or any such other persons or entities concerning, any and all claims,
liabilities, demands, sums of money, agreements, promises, damages, costs or expenses (including attorneys
fees), duties, obligations, causes of action and liabilities of any kind or character whatsoever, including
all known and unknown claims, suspected or unsuspected, arising on or before the Effective Date, other than
claims involving intentional wrongdoing against the Company by the Employee, which the Company has or may
possess against the Employee. The Company's release does not extend to any duties or obligations of the
Employee incurred pursuant to this Agreement.
(b) The Company hereby agrees to indemnify and hold harmless Employee, and advance the expenses of the Employee, to the fullest
extent permitted by its bylaws, articles of incorporation or as otherwise to the fullest extent permitted
under Illinois law, from and against any and all claims, suits, losses, liabilities, damages, judgments,
costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of or relating
to his acts or omissions in his capacity as an employee, officer or representative of the Company or any of
the Company Affiliates, except if and to the extent the foregoing shall be due to the intentional
wrongdoing of Employee.
11. No Pending or Future Lawsuits. Employee represents that he has no lawsuits, claims or actions pending in his name, or on
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behalf of any other person or entity, against the Company or the Company Affiliates, and the Company represents on behalf of itself
and the Company Affiliates that no such person or entity has any lawsuit, claim or action pending in his, her or its name, or on
behalf of any other person or entity, against Employee. Except for any claim of unemployment compensation filed after January 2,
2002, which the Company agrees not to contest, Employee also represents that he does not intend to bring any claims on his own behalf
or on behalf of any other person or entity against the Company or any Company Affiliates with respect to any or all matters released
by Employee hereunder.
12. Intentionally Deleted.
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13. Non-Disclosure of Confidential Information. Employee hereby acknowledges and agrees that the duties and services he
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performed for the Company were special and unique and that as of a result of his employment by the Company he has acquired, developed
and used certain confidential and proprietary information of a special and unique nature and value that is not known to the public or
to the Company's industry, including but not limited to, certain records, secrets, documentation, manner of operation, software
programs, price lists, ledgers and related information, employee records, mailing lists, customer lists, customer and vendor
profiles, prospective customer lists, accounts receivable and payable ledgers, financial and other records of the Company or its
subsidiaries, information regarding its customers, vendors or principles, and other similar matters, in each case if and to the
extent confidential and proprietary to the Company (all such information being hereinafter referred to as "Confidential
Information"). Employee further acknowledges and agrees that the Confidential Information is of great value to the Company and its
subsidiaries and that the restrictions and agreements contained in this Agreement are reasonably necessary to protect the
Confidential Information and the goodwill of the Company and the goodwill of the Company's business. Accordingly, Employee hereby
agrees that:
(a) He will not, through and including December 31, 2002, directly or indirectly, except as otherwise authorized by the Company
or for the benefit of the Company, divulge to any person, firm, corporation, limited liability company, or
organization, other than the Company (hereinafter referred to as "Third Parties"), or use or cause or
authorize any Third Parties to use, the Confidential Information, except as required by law or court or
governmental agency; and
(b) The Parties further represent that Employee has delivered or caused to be delivered to the Company any and all tangible
Confidential Information, including any and all such drawings, notebooks, keys, data and other documents
and materials belonging to the Company or its Affiliates which was in his possession or under his control
relating to the Company or its Affiliates, regardless of the medium upon which it is stored.
Notwithstanding anything herein to the contrary, the term "Confidential Information", as used in this Agreement, shall not include
any information which (i) is or becomes available to the public other than as a result of a disclosure by Employee, (ii) was known by
Employee prior to its disclosure to Employee by the Company, or (iii) becomes available to Employee from a source other than the
Company.
14. Non-Competition Covenant. Employee acknowledges that the covenants set forth in this paragraph 14 are reasonable in scope
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and essential to the preservation of the business of the Company. Employee also acknowledges that the enforcement of the covenants
set forth in this paragraph 14 will not preclude Employee from being gainfully employed in such manner and to extent as to provide a
standard of living for himself, the members of his family and others dependent upon him of at least the level to which he and they
have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its
Specified Competitors (as hereinafter defined) as a result of its name and reputation which it has developed at great expense.
Furthermore, Employee acknowledges that competition by him by virtue of employment with any of the Specified Competitors during the
Restricted Period (as hereinafter defined) would impair the operation of the Company beyond that which would arise from the
competition of an unrelated Third Party with similar skills. Accordingly, Employee shall not, during the period commencing on the
Effective Date and continuing through and including December 31, 2002 (the "Restricted Period"), without the express written
permission of the Company (any request by Employee to be considered by the Company in good faith), directly or indirectly, become an
employee, consultant or principal of, or perform services pursuant to any other employment or consulting arrangement with, or become
an officer, director or greater than three percent (3%) shareholder (if a publicly traded company) of:
(a) Dell Computer Corporation;
(b) Gateway, Inc.;
(c) Comark;
(d) PC Connections, Inc.;
(e) Insight Enterprises, Inc.;
(f) CompuCom Systems, Inc.;
(g) Xxxxxx.xxx, Inc.;
(h) MicroWarehouse;
(i) PC Mall, Inc.;
(j) Global Technology, Inc.;
(k) IBM;
(l) Compaq Computers Corp.;
(m) Zones, Inc.; and
(n) HewlettPackard Company,
(such fourteen (14) companies hereinafter, collectively, the "Specified Competitors"), or any proprietorship, partnership, firm,
trust, company, limited liability company or other entity owned or controlled by any of the Specified Competitors at the time he
commences any such engagement (which shall also be deemed a Specified Competitor for purposes hereof).
15. Non-Solicitation. Employee hereby covenants and agrees that during the Restricted Period, he shall not directly or
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indirectly induce, attempt to induce or hire any employee of the Company or its subsidiaries (other than Xxxxx Xxxxxxx) to leave the
employment of the Company or its subsidiaries, or interfere with the relationship between any such employee of the Company or its
subsidiaries. Employee hereby further covenants and agrees that during the Restricted Period he shall not directly or indirectly,
interfere with the Company's relationship with any person, firm, corporation, limited liability company or other entity that is a
customer of the Company.
16. Remedies for Violation of Non-Disclosure, Non-Compete and Non-Solicitation Provisions; Certain Superseding Provisions.
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(a) Injunctive Relief.
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Employee expressly acknowledges and agrees that the business of the Company is highly competitive and that a violation of
any of the provisions of paragraphs 13, 14 or 15 would cause immediate and irreparable harm, loss and damage to the Company not
adequately compensable by a monetary award. Employee further acknowledges and agrees that the Restricted Period is the minimum
necessary to adequately protect the business of the Company. Without limiting any of the other remedies available to the Company
hereunder, at law or in equity, or the Company's right or ability to collect money damages therefor, Employee agrees that any actual
or threatened violation of any of the provisions of paragraphs 13, 14 or 15 may be restrained or enjoined by any court of competent
jurisdiction, and that a temporary restraining order or emergency, preliminary or final injunction may be issued in any court of
competent jurisdiction, without bond.
(b) Enforcement.
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It is the desire of the Parties that the provisions of paragraphs 13, 14 and 15 be enforced to the fullest extent
permissible under the laws and public policies of the State of Illinois. Accordingly, if any particular portion of paragraphs 13, 14
and 15 shall ever be adjudicated as invalid or unenforceable, or if the application thereof to any party or circumstance shall be
adjudicated to be prohibited by or invalidated by such laws or public policies, such section or sections shall be (i) deemed amended
to delete therefrom such portions so adjudicated or (ii) modified as determined appropriate by such a court, such deletions or
modifications to apply only with respect to the operation of such section or sections in the particular jurisdictions so adjudicating
on the parties and under the circumstances as to which so adjudicated.
(c) Jurisdiction.
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The Parties agree and consent to the sole and exclusive jurisdiction of the Circuit Court of Xxxx County, Chancery Division,
for the enforcement of the terms and conditions of paragraphs 13, 14 and 15, and for the resolution of any disputes arising under
those paragraphs.
(d) Legal Fees.
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The losing party shall reimburse the prevailing party for all reasonable costs and expenses, including, but not limited to,
reasonable attorney fees, incurred by the prevailing party in connection with any action at law or in equity brought with respect to
the provisions set forth in paragraphs 13, 14 and 15 of this Agreement or the enforcement thereof.
(e) Certain Superseding Provisions.
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Notwithstanding anything to the contrary in any of the Referenced Documents (as hereinafter defined) or in paragraph 6
above, the Company hereby agrees and consents that the Employee's obligations and restrictions concerning confidential information,
non-competition and non-solicitation set forth in paragraphs 13, 14 and 15 of this Agreement, together with the related remedies set
forth in this paragraph 16, shall be the only such obligations, restrictions and remedies remaining applicable to Employee from and
after the Effective Date in respect of such or any similar or related matters and shall cancel, supersede and replace in their
entirety any and all provisions relating to any such matters (collectively, "Otherwise Applicable Provisions") contained in any other
documents or instruments (including, without limitation, any plans, agreements or documents pertaining to stock options or restricted
stock, whether or not referred to in paragraph 6 above) (collectively, "Referenced Documents") by which the Employee might otherwise
be bound, irrespective of the survivability of any such Otherwise Applicable Provisions and irrespective of whether or not such
Otherwise Applicable Provisions would otherwise impose a prohibition or limitation on or with respect to any such matters or provide
for any penalty, refund, damages or payment of monies or other similar obligation in the event of the conduct by Employee of or with
respect to any such activities.
17. No Cooperation. Employee and the Company agree that during the Restricted Period neither will counsel or assist any
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attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the other party unless under a subpoena or other court order or requirement, or other legal
requirement to do so.
18. Non-Disparagement. Employee and the Company agree to refrain from any defamation, libel or slander of each other, or
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tortuous interference with the contracts and relationships of each other. All inquiries by potential future employers of Employee
should be directed to the Company's Vice President of Coworker Services. Upon inquiry, consistent with Company policy, it shall only
state the following: Employee's last position and dates of employment.
19. No Admission of Liability. The Parties understand and acknowledge that this Agreement constitutes a compromise and
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settlement of disputed claims. No action taken by the Parties, or either of them, either previously or in connection with this
Agreement shall be deemed or construed to be (a) an admission of the truth or falsity of any claims heretofore made, or (b) an
acknowledgment or admission by either party of any fault or liability whatsoever to the other party or to any third party.
20. Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payment of
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any sums to Employee under the terms of this Agreement. Employee agrees and understands that he is responsible for payment, if any,
of local, state and/or federal taxes on the sums paid to him hereunder by the Company and any penalties or assessments thereon.
21. Costs. As provided for in paragraph 4(b) above, the Company hereby agrees to pay to Xxxxxxx Xxxxxx & Green, P.C.,
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Employee's counsel, on or before February 28, 2002, an amount equal to FORTY THOUSAND DOLLARS ($40,000), towards the cost of
Employee's legal fees incurred in connection with the negotiation of this Agreement. Except for the foregoing, the Parties shall each
bear their own costs, expert fees, attorneys' fees and other fees incurred in connection with the preparation and execution of this
Agreement.
22. Arbitration. Except for enforcement of the provisions of paragraphs 13, 14 and 15 herein, the Parties agree that any and
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all disputes arising out of the terms of this Agreement, their interpretation, and any of the matters herein released, shall be
subject to binding arbitration in Chicago, Illinois, before the American Arbitration Association under its Employment Dispute
Resolution Rules. The Parties agree that the prevailing Party in any arbitration shall be entitled to relief in any court of
competent jurisdiction to enforce the arbitration award. The Parties agree that the prevailing party in any arbitration shall be
awarded its reasonable attorneys' fees and costs therefor, including the costs of arbitration. Employee expressly acknowledges that
he is waiving any right to a jury trial for any and all claims covered by this Agreement.
23. Authority. The Company represents and warrants that the undersigned person signing on its behalf has the authority to act
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on behalf of the Company and to bind the Company and all who may claim through it to bind them to the terms and conditions of this
Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim
through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents to his or its knowledge
(as the case may be) that there are no liens or claims of lien or assignment in law or equity or otherwise of or against any of the
claims or causes of action released herein.
24. Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
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to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.
25. Amendments. This Agreement may only be amended in writing signed by Employee and by an officer of the Company.
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26. Governing Law. The laws of the State of Illinois without regard to its choice of law provisions shall govern this Agreement.
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27. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as
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an original and shall constitute an effective, binding agreement on the part of each of the undersigned, or by facsimile counterpart
with originals to be exchanged within seven (7) business days of the Effective Date.
28. Recitals. The Recitals set forth above are hereby incorporated in and made a part hereof by this reference.
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29. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their
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respective successors, assigns, executors, administrators, heirs and legal representatives; provided, however, that no assignment by
any party hereto shall operate to release such Party hereto of its obligations hereunder and shall not be permitted without the prior
written consent of the other Party.
30. Integration Clause. This Agreement constitutes the sole entire agreement among the Parties with respect to the subject
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matter hereof, and no representations, warranties, inducements, promises or agreements, oral or otherwise, not embodied or
incorporated herein have been made concerning or in connection with this Agreement. Any prior discussions or negotiations,
agreements, commitments and understandings relating hereto are superceded hereby and merged herein.
31. Waiver. Any failure by any party to insist upon the strict performance of the other party of any of the provisions of this
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Agreement shall not be deemed a waiver of any of the provisions hereof, and such party notwithstanding such failure shall have the
right hereafter to insist upon the strict performance of any and all provisions of this Agreement to be performed by the other party.
32. Captions. The captions contained in this Agreement are inserted only by way of convenience, and in no way define, limit,
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extend or describe the scope of this Agreement or the intent of any provision hereof.
33. Construction. This Agreement shall not be construed more strictly against one party than the other merely by virtue of the
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fact that it may have been prepared by counsel for one of the parties, it being recognized because of the arms-length negotiations
involved in reaching this Agreement, the parties have contributed substantially materials to the preparation of this Agreement.
34. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given,
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delivered and received (a) when delivered, if delivered personally or by generally recognized prepaid receipted overnight delivery
service (such as FedEx), or (b) four days after mailing, when sent by registered or certified mail, return receipt requested and
postage prepaid, in each case addressed as follows:
(a) If to the Company:
Xxxxxx X. Xxxxxxxx
Vice President, Coworker Services
CDW Computer Centers, Inc.
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
with a copy to:
Xxxxx X. Xxxxxx
Xxxxxxx & Xxxxxxxx Ltd.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
(b) If to Employee:
Xxxx X. Xxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
with a copy to:
Xxxxxxx Xxxxxx & Green, P.C.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxxxx, Esq.
, or to such other address as the recipient party may indicate by a notice delivered to the sending party (such change of address
notice to be deemed given, delivered and received only upon actual receipt thereof by the recipient of such notice).
35. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the
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part or behalf of the Parties hereto, with the full intent of releasing all claims specifically released hereby. The Parties
acknowledge that:
(a) they have read this Agreement;
(b) they have been represented in the preparation, negotiation and execution of this Agreement by legal counsel of their own
choice or that they have voluntarily declined to seek such counsel;
(c) they understand the terms and consequences of this Agreement and of the releases it contains; and
(d) they are fully aware of the legal and binding effect of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date set forth below.
CDW COMPUTER CENTERS, INC.
Dated: December 3, 2001 By: /s/ Xxxxxx X. Xxxxxxxx
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Its: Vice President of Coworker Services
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Dated: December 3, 2001 /s/ Xxxx X. Xxxxx
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XXXX X. XXXXX
