CDW 2012 Annual Report Download - page 174

termination of Executive's services (including service as a Manager, advisor or consultant as contemplated by and
described in Rule 701) to the Company or any of its Subsidiaries; provided, however, that in the event Executive ceases
to be employed by or provide services (including service as a Manager, advisor or consultant as contemplated by and
described in Rule 701) to the Company or any of its Subsidiaries due to Executive's death or Disability, an additional
portion of the Executive Units, equal to the amount that would vest over a period of one (1) year, will vest on the date of
death or Disability.
(c)
Acceleration of Vesting on Sale of the Company
. Immediately prior to a Sale of the Company, all
Executive Units which have not yet become Vested Units shall immediately vest and become Vested Units, 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) since the date hereof employed or providing services (including service as a
Manager, advisor or consultant as contemplated by and described in Rule 701 promulgated under the Act) to the
Company or its Subsidiaries as of such date.
(d)
Cancellation of Executive Units .
(vi)
If Executive's employment with the Company and its Subsidiaries and the services
Executive provides (including service as a Manager, advisor or consultant as contemplated by and described in
Rule 701) to the Company and all of its Subsidiaries terminate for any reason, all Unvested Units shall be
automatically cancelled on the date of termination without any consideration paid therefor and without further
action on the part of the Company or any holder of any of the Unvested Units.
(vii)
All Vested Units shall also be automatically cancelled without any consideration paid
therefor and without further action on the part of the Company or any holder of any of the Vested Units if
Executive's employment with the Company and all of its Subsidiaries and the services Executive provides
(including service as a Manager, advisor or consultant as contemplated by and described in Rule 701) to the
Company and all of its Subsidiaries are terminated for Cause or if Executive violates any agreement between
Executive and the Company or its Subsidiaries with respect to non1competition, non1
solicitation, confidentiality
or protection of trade secrets (or similar provision regarding intellectual property).
3.
Repurchase Option .
(a)
Repurchase of Vested Units on Termination of Employment or Services
. If Executive's
employment with the Company and its Subsidiaries and the services that 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
terminate for any reason other than Cause (including, without limitation, as a result of Executive's death or Disability, or
as a result of Executive's retirement or resignation), first the Company and then the Institutional Investors shall have the
right, but not the obligation, to purchase all or any portion of the Vested Units at a price per unit equal to Fair Market
Value of such Executive Unit as of the date of repurchase; provided, however, if Executive Units are repurchased at the
Fair Market Value thereof pursuant to this Section
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