CDW 2012 Annual Report Download - page 129

Table of Contents
If the employment of a Named Executive Officer other than Mr. Edwardson is terminated due to a qualifying termination, the Named
Executive Officer is entitled to receive the following payments and benefits under his or her compensation protection arrangement: (1) accrued
obligations as defined above; (2) the portion of the unpaid SMIP bonus that the Named Executive Officer would have received had he or she
remained employed by the Company for the full year in which the termination occurs, based on actual performance and prorated through the date
of termination; (3) continuation in accordance with the Company's regular payroll practices of a multiple of the Named Executive Officer's base
salary; (4) payment of a multiple of the Named Executive Officer's SMIP bonus that would have been earned had the Named Executive Officer
remained employed by the Company for the full year in which the termination occurs, based on actual performance; (5) continuation of certain
health and welfare benefits for the number of years specified in the Named Executive Officer's compensation protection arrangement or if
earlier, the date that the Named Executive Officer became eligible for each such type of insurance coverage from a subsequent employer
(provided, however, that if the Company is unable to provide such continuation benefits to the Named Executive Officer, the Company will
instead provide a cash payment that, after payment of applicable taxes, is sufficient to purchase comparable benefits); and (6) outplacement
services of up to $20,000. The multiple to be applied in determining severance payments and health and welfare continuation coverage is one for
Named Executive Officers who participate in the Compensation Protection Plan and two for Named Executive Officers who are parties to
Compensation Protection Agreements. The receipt of all of the payments and benefits above, except payment of accrued obligations, is
conditioned upon the Named Executive Officer's execution of a general release agreement in which he or she waives all claims that he or she
might have against the Company and certain associated individuals and entities.
If the employment of Mr. Richards is terminated for any reason other than a termination by the Company for Cause (as defined in his
Compensation Protection Agreement), upon the expiration of any continued medical coverage period under his Compensation Protection
Agreement and the COBRA continuation coverage period, Mr. Richards and his spouse are entitled to continued access to the Company's
medical plan until each becomes eligible for Medicare (or the earlier occurrence of another event specified in his Compensation Protection
Agreement), with the full cost of such continued access to be paid by Mr. Richards.
If the payments and benefits to a Named Executive Officer under his or her respective employment agreement or Compensation
Protection Agreement would subject the Named Executive Officer to the excise tax imposed by Section 4999 of the Internal Revenue Code, the
Named Executive Officer would be entitled to receive a tax reimbursement, unless the Named Executive Officer's net after
-tax benefit resulting
from such tax reimbursement, as compared to a reduction of such payments and benefits so that no excise tax is incurred, is less than $100,000.
The foregoing tax reimbursement is applicable only in the case of the Company's first change in control following its initial public offering.
RDU Plan
As noted in the Compensation Discussion and Analysis and narrative to the “2012 Non-Qualified Deferred Compensation” table, the
Company maintains the RDU Plan. Upon a qualifying termination of employment under a Compensation Protection Agreement, the participant
will vest in the RDUs through the date of termination, determined as if the vesting schedule had been five year daily commencing on January 1,
2010. For participants in the RDU Plan, in the event of death or disability, the participant will vest in an additional 20% of the RDUs (i.e., one
year of vesting on a five year daily vesting schedule). With respect to the interest component of the RDU Plan, a participant receives interest
payments, payable at the same time and same rate as other RDU participants, with respect to vested and unvested RDUs through the date of
termination of employment and, following a termination of employment, will receive interest payments with respect to vested RDUs only.
All outstanding RDUs become vested upon a sale of the Company and participants will receive unpaid interest through the date of such
sale of the Company. In addition, upon a sale of the Company, the Company is required to pay the same change in control payment, equal to 1%
of the debt pool, as it would be required to pay noteholders under the indenture governing the Company's Senior Subordinated Notes. The
change in control payment, as well as the principal and interest portion of the debt pool not yet allocated as of the date of the sale of the
Company, 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
participant compared to the total debt pool.
B Units
Except as described below with respect to Mr. Edwardson, there is no acceleration or continuation of vesting of the B Units for
terminations other than on account of a Named Executive Officer's death or disability. In the case of termination due to the Named Executive
Officer's death or disability, each Named Executive Officer's Class B Common Unit Grant Agreement provides for the immediate vesting of the
additional portion of his or her outstanding B Units that would vest over a period of one year from such Named Executive Officer's termination
of employment. All outstanding unvested B Units would
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