CDW 2012 Annual Report Download - page 175

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3(a)
but 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), then Executive shall immediately remit a cash payment to the Company equal to the Fair Market
Value of each such Executive Unit as of the date of repurchase; provided, further, however, that any obligation arising
under the foregoing proviso may be offset against any other amounts due to Executive by the Company under any
promissory note received in consideration of the repurchase of such Executive Units.
(b)
Repurchase Procedure for the Company
. The Company may elect to repurchase all or any portion
of the Executive Units (the " Available Executive Units ") pursuant to Section 3(a)
by delivery of written notice (a "
Company Repurchase Notice
") to Executive (and any other holder of Executive Units) within 90 days after the Date of
Termination for any Executive Units vested more than six months and one day prior to the Date of Termination (or in
the case of Executive Units vested less than six months and one day prior to the Date of Termination, no earlier than six
months and one day, and no later than 241 days, after the Date of Termination) (the " Repurchase Notice Period
"). The
Company Repurchase Notice shall set forth the number of Executive Units to be acquired and the time and place for the
closing of the transaction.
(c)
Repurchase Procedure for the Institutional Investors
. If for any reason the Company does not elect
to purchase all of the Available Executive Units, then the Institutional Investors shall be entitled to repurchase all or any
portion of the Available Executive Units that were not repurchased by the Company pursuant to Section 3(b)
above (the
" Remaining Executive Units
"). As soon as practicable after the Company has determined that it will not purchase all of
the Available Executive Units, but in any event within 60 days after the beginning of the Repurchase Notice Period
corresponding to such Available Executive Units, the Company shall give written notice (the "
Remaining Executive
Units Notice
") to each Institutional Investor setting forth the number of Remaining Executive Units and the purchase
price for the Remaining Executive Units. The Institutional Investors may elect to purchase all or any portion of the
Remaining Executive Units by giving written notice to the Company within 30 days after the Remaining Executive
Units Notice has been delivered to the Institutional Investors by the Company (but no later than the end of the
Repurchase Notice Period if no Remaining Executive Units Notice is delivered). If the Institutional Investors elect to
purchase an aggregate amount of Remaining Executive Units in excess of the amount of Remaining Executive Units
specified in the Remaining Executive Units Notice, then the Remaining Executive Units shall be allocated among the
Institutional Investors on a pro rata basis according to the amount of Common Units owned by each Institutional
Investor on the date of the Remaining Executive Units Notice. Any Institutional Investor may condition its election to
purchase such Remaining Executive Units on the election of one or more other Institutional Investors to purchase
Remaining Executive Units. As soon as practicable, and in any event within the 30 day period beginning on the date the
Remaining Executive Units Notice is delivered to the Institutional Investors pursuant to this Section 3(c)
(but no later
than the end of the Repurchase Notice Period if no Remaining Executive Units Notice is delivered), the Company shall
deliver a further repurchase notice (the " Investor Repurchase Notice
") to the holders of such Remaining Executive
Units setting forth the number of Remaining Executive Units to be acquired pursuant to such Institutional Investor
election, the aggregate consideration to be paid by the respective Institutional Investors for such Remaining Executive
Units and the time and place for
5