CDW 2012 Annual Report Download - page 171
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Exhibit 10.13
FORM OF
CDW HOLDINGS LLC
(MANAGEMENT)
CLASS B COMMON UNIT GRANT AGREEMENT
THIS CLASS B COMMON UNIT GRANT AGREEMENT (this " Agreement
") is made as of
____________, by and between CDW Holdings LLC, a Delaware limited liability company (the "
Company
"), and
_______________ ("
Executive
"). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as
defined below) shall have the meanings assigned to such terms in Section 9 hereof.
The parties hereto agree as follows:
1. Issuance of Class B Common Units .
(a)
Issuance .
Upon execution of this Agreement, the Company will issue to Executive, and Executive
will accept from the Company, ______ of the Company's Class B Common Units, without any consideration paid, or
any other Capital Contribution (as defined in the LLC Agreement) made or deemed made, by or on behalf of Executive
in respect thereof, subject to the provisions of the LLC Agreement (as defined below) and the Company's 2007 Incentive
Equity Plan (the " Plan "). The Class B Common Units granted hereunder are referred to herein as " Executive Units
."
Each Executive Unit shall have a Participation Threshold equal to the Liquidation Value of a Class A Common Unit on
the date hereof (which is $___ per Class A Common Unit) and shall be designated as Series __ Class B Common Units
(in accordance with Section 3.5(b) of the LLC Agreement).
(b)
Conditions to Issuance
. Executive hereby acknowledges and agrees, as a condition to the
effectiveness of the issuance of the Executive Units hereunder, that the Executive Units issued hereunder to Executive
shall be subject to the terms of the Company's Amended and Restated Limited Liability Company Agreement (as the
same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "
LLC
Agreement
") to which Executive is already a party. By execution hereof, Executive acknowledges that the Company is
relying upon the accuracy and completeness of the representations contained herein in complying with its obligations
under applicable securities laws.
(c)
Tax Election
. Executive shall make an effective election with the Internal Revenue Service under
Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of
Exhibit A
attached hereto and shall deliver the executed Section 83(b) election to the Company for filing with the Internal Revenue
Service within five days following the date hereof.
2