CDW 2012 Annual Report Download - page 127

Table of Contents
See “2012 Potential Payments upon Termination or Change in Control” below for a discussion of the treatment of the RDUs upon
certain terminations of employment or a sale of the Company.
2012 Non-Qualified Deferred Compensation Table
The following table provides information regarding the RDU Plan.
2012 Potential Payments upon Termination or Change in Control
Mr. Richards is a party to a compensation protection agreement that provides for certain severance benefits upon a qualifying
termination of employment. In addition, in connection with the Acquisition, Ms. Ziegler entered into a compensation protection agreement that
sets forth her severance arrangement (together, with Mr. Richards compensation protection agreement, the “Compensation Protection
Agreements”). The Company also has an Amended Employment Agreement with Mr. Edwardson, which provided for certain severance benefits
upon a qualifying termination of employment occurring on or prior to December 31, 2012. The remaining Named Executive Officers participate
in a compensation protection plan that provides for severance benefits upon a qualifying termination of employment (“Compensation Protection
Plan”). Each Named Executive Officer, other than Mr. Edwardson, is a participant in the RDU Plan and each Named Executive Officer is a
participant in the Company's B Unit program, both of which provide for accelerated vesting of RDUs or B Units, as applicable, upon certain
termination events or a sale of the Company.
A description of the material terms of each of the employment arrangements, the RDU Plan and B Unit program as well as estimates of
the payments and benefits each Named Executive Officer would receive upon a termination of employment or sale of the Company, are set forth
below. The estimates have been calculated assuming a termination date on December 31, 2012, an estimated market value of the Company's B
Units 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 and the $1,000 face amount of an RDU. The amounts reported below are only estimates and actual payments
and benefits to be paid upon a termination of a Named Executive Officer's employment with the Company or sale of the Company under these
arrangements can only be determined at the time of termination or sale of the Company.
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Name
Executive
Contributions in
Last Fiscal Year
($)
Registrant
Contributions in
Last Fiscal Year
($) (1)
Aggregate
Earnings in Last
Fiscal Year
($) (2)
Aggregate
Withdrawals /
Distributions
($)(3)
Aggregate Balance
at Last Fiscal
Year-End
($) (4)
Thomas E. Richards
—
—
643,046
1,663,773
5,265,754
John A. Edwardson
—
—
—
—
—
Ann E. Ziegler
—
—
392,972
1,016,750
3,217,961
Neal J. Campbell
—
400,000
91,923
117,690
821,170
Christina M. Corley
—
400,000
75,210
67,271
821,170
(1)
The amounts reported in this column represent the number of RDUs that Mr. Campbell and Ms. Corley received during 2012 multiplied by
$1,000, the face amount of an RDU. Please see the narrative above for a description of the principal component of the RDU Plan. These
amounts are included in the “All Other Compensation” column in the 2012 Summary Compensation Table. Participants in the RDU Plan
vest in the principal component 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, subject to earlier vesting in the event of certain qualifying terminations of
employment or a sale of the Company.
(2) The amounts reported in this column represent interest earned by the Named Executive Officers during 2012 under the RDU Plan. Please
see the narrative above for a description of the interest component of the RDU Plan. (This is different than the portion of the interest
credited that is above the applicable long-term federal rate, which is included in the “Nonqualified Deferred Compensation Earnings”
column in the 2012 Summary Compensation Table.)
(3)
Represents the portion of the interest component that was paid to the Named Executive Officers during 2012. Participants in the RDU Plan
became vested in the interest payments that accrued under the RDU Plan from March 10, 2010 (or, if later, the date of hire or the date of a
subsequent RDU grant) through December 31, 2011 on December 31, 2011. Such accrued interest payments were paid to participants in
January 2012. Commencing January 1, 2012, the interest component is paid to participants semi-annually on April 15 and October 15.
(4)
The amounts reported in this column represent each Named Executive Officer's balance in the RDU Plan.