CDW 2012 Annual Report Download - page 151

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has reviewed, or has had an opportunity to review, the following documents: (A) the LLC Agreement; (B) the
Unitholders Agreement; and (C) the Registration Agreement in connection with the receipt of the Executive
Units hereunder.
(f)
Additional Acknowledgements
. As an inducement to the Company to issue the Executive Units to
Executive and as a condition thereto, Executive hereby acknowledges and agrees that:
(i)
[Subject to the terms of Executive’s Employment Agreement, neither] 1 [Neither] 2
the
issuance of the Executive Units to Executive nor any provision contained in this Agreement shall entitle
Executive to remain in the employment of the Company and/or any of its Subsidiaries or affect the right of the
Company and/or any of its Subsidiaries to terminate Executive's employment at any time; and
(ii)
Except as expressly set forth in the LLC Agreement, the Unitholders Agreement, the
definition of "Fair Market Value" in Section 9
herein or as required by applicable law, the Company shall have
no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material
information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the
repurchase of Executive Units upon the termination of Executive's employment with the Company and/or any of
its Subsidiaries or as otherwise provided hereunder.
(g)
Compensatory Arrangements; Rule 701 Exemption
. The Company and Executive hereby
acknowledge and agree that this Agreement has been executed and delivered, and the Executive Units have been issued
hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and
Executive, and pursuant and subject to the provisions of the Plan. Each of the Executive Units granted hereunder is
intended to qualify for an exemption from the registration requirements under the Securities Act, pursuant to Rule 701
(the " Exemption
") and under similar exemptions under applicable state securities laws. In the event that any provision
of the Plan or this Agreement would cause the Executive Units granted hereunder to not qualify for the Exemption,
Executive and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to
cause the Executive Units to qualify for the Exemption.
2.
Vesting of Units .
(a)
General
. Each of the Executive Units issued hereunder shall be subject to vesting as set forth in this
Section 2 . Executive Units which have become vested pursuant to this Section 2 are referred to herein as "
Vested
Units ," and Executive Units which have not become Vested Units are referred to herein as " Unvested Units ."
1
This language is included in Mr. Edwardson's agreement.
2
This language is included in the agreements with Mr. Berger, Mr. Eckrote, Ms. Leahy, Mr. Richards, Mr. Stevens and Ms. Ziegler.
3