CDW 2012 Annual Report Download - page 126

Table of Contents
2012 Units Vested Table
The following table summarizes the number and market value of equity awards held by each Named Executive Officer that vested
during 2012.
Non-Qualified Deferred Compensation
As noted in the Compensation Discussion and Analysis, the Company maintains the RDU Plan, an unfunded nonqualified deferred
compensation plan that is designed to retain key leaders and focus them on driving the long-term success of the Company. Participants in the
RDU Plan received RDUs that entitle the participant to a proportionate share of payments under the RDU Plan, determined by dividing the
number of RDUs held by the participant by 28,500, which is the total number of RDUs available under the RDU Plan. Each RDU represents
$1,000 of face value of the Company's Senior Subordinated Notes.
The RDUs are designed to track two components of the Company's Senior Subordinated Notes, a principal component and an interest
component. However, participants have no rights to the underlying debt. The total amount of compensation available under the RDU Plan is
based on these two components. The principal component credits the RDU Plan with an amount equal to $28.5 million face value of the
Company's Senior Subordinated Notes (the “debt pool”). Participants vest daily in the principal component during employment on a pro rata
basis over the period commencing January 1, 2012 (or, if later, the date of hire or the date of a subsequent RDU grant) through December 31,
2014, unless accelerated as discussed in the “2012 Potential Payments upon Termination or Change in Control”
section. Payment of the principal
component under the RDU Plan will be made to participants on October 12, 2017, unless accelerated as discussed in the “2012 Potential
Payments upon Termination or Change in Control” section. The interest component credits the RDU Plan with amounts equal to the interest that
would have been earned on the debt pool from March 10, 2010 (or, if later, the date of hire or the date of a subsequent RDU grant) through
maturity (October 12, 2017). Payment of the interest component will be paid to participants semi-annually on April 15 and October 15, unless
accelerated in connection with the sale of the Company as discussed in the “2012 Potential Payments upon Termination or Change in Control”
section.
The principal and interest accrued on unallocated RDUs under the RDU Plan as of December 31, 2014 will be allocated to participants
who are employed as of such date on a pro rata basis according to the number of RDUs held by each such participant compared to the total debt
pool, unless accelerated as discussed in the “2012 Potential Payments upon Termination or Change in Control” section. Any RDUs allocated to
participants on December 31, 2014 will be fully vested. Such principal and interest components allocated to each participant shall be paid on
October 12, 2017, unless accelerated as discussed in the “2012 Potential Payments upon Termination or Change in Control” section.
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(2) Following the Acquisition, the Company's equity ceased to be publicly traded and, therefore, there is no ascertainable public market value
for the B Units. The market value reported in this table is based upon a valuation analysis of the "fair market value" (as defined in our
applicable equity documents) of total Company equity performed on a semi-annual basis.
(3) Under the terms of Mr. Edwardson's B Unit agreement, Mr. Edwardson's B Units will continue to vest following his retirement in
accordance with the vesting schedule set forth in his original agreement (through December 31, 2014).
Name
Number of Units
Acquired
on Vesting (1)
Value Realized on
Vesting (2)
Thomas E. Richards
3,849
$
3,212,429
John A. Edwardson
12,467
$
10,709,414
Ann E. Ziegler
1,745
$
1,499,318
Neal J. Campbell
958
$
378,420
Christina M. Corley
1,051
$
280,570
(1) Amounts reported in this column represent the number of the Named Executive Officer's B Units that vested during 2012. These B Units
remain subject to transfer restrictions pursuant to the terms of the B Unit agreements.
(2) Following the Acquisition, the Company's equity ceased to be publicly traded and, therefore, there is no ascertainable public market value
for the B Units. The market value reported in this table is based upon a valuation analysis of the "fair market value" (as defined in our
applicable equity documents) of total Company equity performed on a semi-annual basis.