CDW 2012 Annual Report Download - page 130

Table of Contents
immediately vest upon a sale of the Company under the Class B Common Unit Grant Agreements entered into with each Named Executive
Officer. On June 30, 2011, the Board approved the terms of a Class B Common Unit Grant Agreement modification letter with Mr. Edwardson.
The modification letter provides that Mr. Edwardson's unvested B Units will continue to vest through 2014 following his retirement from the
Company.
For purposes of the RDU Plan and B Unit program, a sale of the Company means the acquisition by any person or group of (1) at least
51% of the equity securities of the Company entitled to vote to elect members of the Board or (2) all or substantially all of the Company's assets
determined on a consolidated basis. An initial public offering does not constitute a sale of the Company.
Potential Payments upon a Qualifying Termination of Employment (1)
117
Name
Severance
Payment
($) (2)
Pro Rata
Actual Bonus
Payment
($) (3)
Value of
Class B
Common
Units
($) (4)
Value of
Accelerated
RDUs
($) (5)
Welfare
Benefits ($)
(6)
Outplacement
($) (7)
Aggregate
Payments
($)
Thomas E. Richards
3,293,750
871,875
—
1,366,003
15,252
20,000
5,566,880
John A. Edwardson
3,852,083
609,375
21,360,307
—
5,767
—
25,827,532
Ann E. Ziegler
1,690,000
525,000
—
834,780
11,863
20,000
3,081,643
Neal J. Campbell
481,250
206,250
—
—
8,400
20,000
715,900
Christina M. Corley
481,250
206,250
—
—
10,588
20,000
718,088
(1) A qualifying termination means termination of the Named Executive Officer's employment (1) by the Company other than (A) for
“cause,” (B) the Named Executive Officer's death or (C) the Named Executive Officer's disability, or (2) for a Named Executive Officer
who is a party to a Compensation Protection Agreement, by the Named Executive Officer for “good reason.” As noted previously, Mr.
Edwardson was eligible to receive severance benefits for a qualifying termination of employment on or prior to December 31, 2012. Mr.
Edwardson is no longer eligible to receive the severance payments set forth in this table.
(2) Except as otherwise noted, amounts reported in this column represent a multiple of the sum of (i) the Named Executive Officer's base
salary and (ii) the Named Executive Officer's annual incentive bonus target for 2012 multiplied by the 2012 SMIP payout percentage of
75%. For Mr. Edwardson, the bonus component of his severance payment is determined under his employment agreement based upon the
average of the annual incentive bonus amounts earned for the last three full fiscal years. The multiple is one times for the Named
Executive Officers who participate in the Compensation Protection Plan and two times for Mr. Edwardson and the Named Executive
Officers who are parties to Compensation Protection Agreements.
(3) Under the Named Executive Officers' respective agreements, the Named Executive Officers are entitled to a pro rata bonus based on the
Company's actual performance for the year in which termination occurs. The amount reported in this column represents the annual bonus
earned by each Named Executive Officer during 2012. This amount is also reported in the 2012 Summary Compensation Table as 2012
compensation.
(4) Pursuant to the terms of the B Unit agreements, the B Units do not accelerate upon a termination of employment other than a termination
of employment due to the death or disability of the Named Executive Officer, as described below. Although Mr. Edwardson's unvested B
Units do not accelerate upon a qualifying termination of employment, Mr. Edwardson's unvested B Units will continue to vest following
his retirement, in accordance with the vesting schedule set forth in his original grant agreement (through 2014). The amount reported for
Mr. Edwardson represents the value of the B Units that will continue to vest through December 31, 2014. The B Unit 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.
(5) Pursuant to the terms of 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. The amounts reported in the table represent the number of RDUs that would vest upon the qualifying
termination of employment on December 31, 2012 under a Compensation Protection Agreement multiplied by the $1,000 face amount of
an RDU. Following a termination of employment, the