CDW 2012 Annual Report Download - page 173

(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)
Neither 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 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 ."
(b)
Vesting
. The Executive Units shall vest daily on a pro rata basis commencing ____________ and
continuing through ____________ if, and only if, Executive is, and has been, continuously (except for any absence for
vacation, leave, etc. in accordance with the Company's or its Subsidiaries' policies) (i) employed by the Company or any
of its Subsidiaries, (ii) serving as a manager or director of the Company or its Subsidiaries (a " Manager
") or (iii)
providing services to the Company or any of its Subsidiaries as an advisor or consultant as contemplated by or described
in Rule 701, in each case from the date of this Agreement through and including such date. 1
The number of Vested Units
shall not increase after Executive ceases to be an employee of or after
1
The Executive Units vest daily on a pro rata basis between the grant date and the fifth anniversary of the grant date.
3