Compensation And Stock Option Committee Charter
Of CDW Corporation

 

Purpose

The purpose of the Compensation and Stock Option Committee (the "Committee") of the Board of Directors (the "Board") of CDW Corporation (the "Company") is (i) to discharge the Board's responsibilities relating to compensation of the Company's executive officers and (ii) to review and recommend to the Board compensation plans, policies and programs intended to attract, retain and appropriately reward coworkers in order to motivate their performance in the achievement of the Company's business objectives and align their interests with the long-term interests of the Company's shareholders.



Composition of Committee

The Committee will be comprised of three or more directors each of whom (i) meets the independence requirements of The Nasdaq Stock Market, Inc., (ii) meets the requirements for a "Non-Employee Director" contained in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (iii) meets the requirements for an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. Determinations as to whether a particular director satisfies the requirements for membership on the Committee will be made by the Board.

Committee members shall be appointed by the Board and shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal by the Board. If a Committee Chair is not designated, the members of the Committee may designate a Chair by majority vote of the Committee membership.

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Meetings

The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (i) any provision of this Charter, (ii) any provision of the By-laws of the Company, or (iii) the laws of the state of
Illinois. The Committee will maintain copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee. A copy of the minutes of each meeting and all consents will be placed in the Company's minute books.

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Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications. The Committee may form, and delegate authority to, subcommittees when it deems appropriate.

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Duties and Responsibilities

The principal responsibilities and functions of the Committee are as follows:

1.

Review and approve on an annual basis the compensation structure and compensation for the CEO, including salary, bonus, incentive and equity compensation. The Board's evaluation of the CEO will be considered in setting CEO compensation. The Committee shall strive to maintain an appropriate balance, particularly in light of overall Company performance, between the compensation of the CEO and the compensation of coworkers generally.

2.

Review and approve on an annual basis the compensation structure and compensation for the Company's executive officers other than the CEO, including salary, bonus, incentive and equity compensation. The Committee shall strive to maintain an appropriate balance, particularly in light of overall Company performance, between the compensation of the Company's executive officers other than the CEO and the compensation of coworkers generally.

3.

Provide oversight of management's decisions concerning the compensation structure and compensation of other members of senior management.

4.

Review and approve compensation packages for new executive officers and, as requested by management, termination packages for executive officers.

5.

Review and approve grants and/or awards of restricted stock, stock options and other forms of equity-based compensation under the Company's stock option, incentive-compensation and equity-based plans.

6.

Review and, when necessary or desirable, make recommendations to the Board regarding the Company's incentive-compensation and equity-based plans, policies and programs.

7.

Review trends in management compensation, and, when necessary or desirable, oversee the development of new compensation plans and approve the revision of existing plans.

8.

Assist the Board in developing and evaluating potential candidates for executive positions. Lead the Board in its succession planning initiatives for the CEO and other senior officers.

9.

Provide the report on executive compensation required to be included in the Company's annual proxy statement.

10.

Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.

11.

Conduct an annual performance evaluation of the Committee and identify opportunities for improved effectiveness.

12.

Report to the Board on a regular basis and make such recommendations with respect to any of the above and other matters as the Committee deems necessary or appropriate.

13.

Perform such other duties and responsibilities, consistent with this Charter, delegated to the Committee by the Board or required under the provisions of any compensation or benefit plan maintained by the Company.