CDW 2012 Annual Report Download - page 161

[" Cause
" shall have the meaning assigned to such term in any written employment agreement between
Executive and the Company or any of its Subsidiaries or, in the absence of any such written employment agreement,
shall mean one or more of the following: (i) Executive's refusal (after written notice and reasonable opportunity to cure)
to perform duties properly assigned which are consistent with the scope and nature of Executive's position, or (ii)
Executive's commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of
the Company or any of its Subsidiaries, which act constitutes gross negligence or willful misconduct in the performance
of duties to the Company or any of its Subsidiaries, or (iii) Executive's commission of any theft, fraud, act of dishonesty
or breach of trust resulting in or intended to result in material personal gain or enrichment of Executive at the direct or
indirect expense of the Company or any of its Subsidiaries, or (iv) Executive's conviction of a felony involving moral
turpitude, but specifically excluding any conviction based entirely on vicarious liability or (v) a material violation of any
restrictive covenant with respect to non1competition, non1
solicitation, confidentiality or protection of trade secrets (or
similar provision regarding intellectual property) by which Executive is bound under any agreement between Executive
and the Company and its Subsidiaries. No act or failure to act will be considered "willful" (x) unless it is done, or
omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the
best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the
Company's outside counsel or independent accountants or at the express direction of the Board.] 14
" CDW " means CDW LLC, an Illinois limited liability company and indirect, wholly1
owned Subsidiary
of the Company.
" Class A Common Units " has the meaning given such term in the LLC Agreement.
" Class B Common Units " has the meaning given such term in the LLC Agreement.
" Common Units " has the meaning given such term in the LLC Agreement.
" Date of Termination
" shall mean, as applicable, (i) if Executive's employment is terminated by the
Company or any Subsidiary, the effective date of termination as specified in the written notice from the Company or
such Subsidiary to Executive terminating Executive's employment, (ii) if Executive terminates his/her employment, the
date the Company or any Subsidiary receives notice from Executive terminating his/her employment (or if later, the
effective date of such termination as reflected in such notice), (iii) if Executive's employment is terminated other than
pursuant to (i) or (ii), then the date determined in good faith by the Board, (iv) the date the services (including service as
a Manager, advisor or consultant as contemplated by and described in Rule 701) Executive provided to the Company or
any Subsidiary terminated, or (v) the effective date upon which Executive ceases to be a manager.
14
This definition of " Cause " is included in the agreements with Mr. Berger, Mr. Eckrote, Ms. Leahy, Mr. Richards, Mr. Stevens and Ms.
Ziegler.
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