CDW 2012 Annual Report Download - page 156

amount equal to the aggregate repurchase price for the Executive Units (or the portion thereof previously assigned to the
Repurchase Shares), which amount shall be paid in cash unless the conditions of clause (i) of this Section 3(g)
shall have
been met, in which case, such amount may be paid through the issuance of a subordinated promissory note of VH
Holdings containing the same terms as provided in clause (i) of this Section 3(g) ,
or (iv) any combination of the
foregoing. If an Institutional Investor elects to purchase all or any portion of the Remaining Executive Units, such
Institutional Investor shall pay for such Executive Units by certified check or wire transfer of funds within 30 days
following the delivery of the Investor 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.
(h)
Termination of Repurchase Options . The provisions of this Section 3
shall terminate with respect
to all Executive Units upon the first to occur of (i) the consummation of an IPO or (ii) the consummation of a Sale of the
Company, except if, following such event, Executive's employment with the Company or any of its Subsidiaries or the
services Executive provides (including service as a Manager, advisor or consultant as contemplated by and described in
Rule 701) to the Company or any of its Subsidiaries are terminated for Cause or within three years after the termination
of Executive's employment, Executive materially violates any agreement between Executive and the Company or its
Subsidiaries with respect to non1
competition (other than a Competitive Activity (as defined in any Class A Common
Unit Purchase and Exchange Agreement between Executive and the Company dated as of the date hereof) that does not
violate any such non1competition covenant), non1
solicitation, confidentiality or protection of trade secrets (or similar
provision regarding intellectual property) in favor of the Company or its Subsidiaries (or any new parent entity of CDW
or VH Holdings) by which Executive is bound (whether contained in this Agreement or any other agreement), then the
repurchase rights under Section 3
shall again apply to the repurchase of the Executive Units as if the date of such event
were the Date of Termination for purposes of this Section 3
; provided, however, that no such repurchase may occur
after any transaction that reduces the Institutional Investors' Class A Common Units to less than 10% of the Class A
Common Units acquired as of the date hereof.
4.
Restrictions on Transfer
. The Executive Units are subject to the restrictions on transfer set forth in
the Unitholders Agreement.
5.
Additional Transfer Restrictions .
(a)
Restrictive Legend
. Any certificates representing the Executive Units shall bear the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE PROVISIONS, AND
CERTAIN OTHER AGREEMENTS SET FORTH IN A CLASS B COMMON UNIT GRANT
AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE DATED AS OF ____________, A
COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
8