CDW 2012 Annual Report Download - page 155

with the applicable provisions hereof and the purchaser thereof shall be deemed the owner (of record and beneficially)
and holder(s) of such securities, whether or not the certificate representing such Executive Units has been delivered as
required by this Agreement.
(f)
Revocation of Election
. Any election by the Company or the Institutional Investors (or any of their
designees) to purchase Executive Units pursuant to this Section 3
shall be revocable by such Person (with respect to all
or any portion of the Executive Units elected to be purchased) at any time prior to the closing of such purchase, without
any liability whatsoever to such Person in respect of the rights and obligations in this Section 3
; provided, however, that
upon a revocation such Person's right to repurchase Executive Units under this Section 3 shall terminate.
(g)
Manner of Payment
. If the Company elects to purchase all or any portion of such Executive Units,
including Executive Units held by one or more of Executive's Transferees, then, within 30 days following the delivery of
the Company Repurchase Notice or, in the event Executive challenges the determination of Fair Market Value as
provided for in the definition thereof in Section 9
, within 15 days following such final determination, the Company shall
pay for such Executive Units, at the Company's option, (i) only in the event the Company's and its Subsidiaries' debt
financing agreements restrict the Company from repurchasing such Executive Units, with a subordinated promissory
note of the Company, which subordinated promissory note shall (x) bear interest at the prime rate (as published from
time to time in The Wall Street Journal, electronic edition) (compounded calendar quarterly and which shall be payable
annually in cash unless otherwise prohibited), (y) have all principal payments due promptly following such time as the
Company's debt financing agreements permit the Company to make such repurchase in cash (but in no event later than
the fifth anniversary of the date of issuance of such promissory note) and prior to the payment of any dividends or other
distributions on any of the Company's equity securities and (z) be subordinated on terms and conditions satisfactory to
the holders of the Company's or its Subsidiaries' indebtedness for borrowed money (but only to the extent required by
the terms of such indebtedness), (ii) by certified check or wire transfer of funds, (iii) by delivery of a number of shares of
common stock of VH Holdings having a Fair Market Value equal to the aggregate repurchase price for such Executive
Units (the " Repurchase Shares
"); provided that, in the event any Repurchase Shares are issued, promptly following the
closing of the repurchase transaction, the Company [shall] 7 [may] 8 direct VH Holdings and VH Holdings [shall] 9
[may]
10
accordingly redeem, and the holder of such Repurchase Shares shall sell to VH Holdings, all of the Repurchase Shares
for an aggregate
7
This language is included in Mr. Edwardson's agreement.
8
This language is included in the agreements with Mr. Berger, Mr. Eckrote, Ms. Leahy, Mr. Richards, Mr. Stevens and Ms. Ziegler.
9
This language is included in Mr. Edwardson's agreement.
10
This language is included in the agreements with Mr. Berger, Mr. Eckrote, Ms. Leahy, Mr. Richards, Mr. Stevens and Ms. Ziegler.
7