0000950137-06-006103 Sample Contracts

CDW CORPORATION RESTRICTED STOCK AWARD AGREEMENT FOR COWORKERS
Restricted Stock Award Agreement • May 19th, 2006 • CDW Corp • Retail-catalog & mail-order houses

CDW Corporation, an Illinois corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”), as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW 2006 Stock Incentive Plan (the “Plan”), a restricted stock award (the “Award”) of the number of shares of the Company’s Common Stock, par value $.01 per share (“Stock”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth below, in the Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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CDW CORPORATION STOCK OPTION AGREEMENT FOR COWORKERS
Stock Option Agreement • May 19th, 2006 • CDW Corp • Retail-catalog & mail-order houses

CDW Corporation, an Illinois corporation (the “Company”), hereby grants to the individual (the “Optionee”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Option Date”), pursuant to the provisions of the CDW 2006 Stock Incentive Plan (the “Plan”), a non-statutory stock option to purchase from the Company the number of shares of its common stock, $0.01 par value (“Stock”), set forth in the Award Notice (the “Option”), at the price per share set forth in the Award Notice, upon and subject to the terms and conditions set forth below, in the Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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