CDW 2012 Annual Report Download - page 185

Subsidiaries or Affiliates or (vi) a violation of any restrictive covenant with respect to non-competition, non-
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.
" 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.
" Company Units
" means (i) any Common Units (including any vested Class B Common Units)
purchased or otherwise acquired by any unitholder, (ii) any unvested Class B Common Units, (iii) any Common Units
issued or issuable directly or indirectly upon the exercise or exchange of any securities purchased or otherwise acquired
by any unitholder which are convertible into or exchangeable for the Company Units described in clause (i) (including
pursuant to options to purchase Company Units granted by the Company), and (iv) any Common Units issued or
issuable directly or indirectly with respect to the Common Units referred to in clauses (i), (ii) or (iii) above by way of
unit distribution or unit split or in connection with a combination of units, recapitalization, merger, consolidation or
other reorganization (including any equity securities issued in connection with the conversion of the Company from a
limited liability company to a corporation as contemplated in Section 14.1 of the LLC Agreement or otherwise). As to
any particular securities constituting Company Units hereunder, such securities shall cease to be Company Units when
they have been sold in a Public Sale in accordance with the terms of this 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.
" Disability
" shall have the meaning assigned to such term in any written employment agreement with
the Company or any Subsidiary or, in the absence of any such written employment
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