CDW 2012 Annual Report Download - page 186

agreement, shall mean Executive's inability, due to illness, accident, injury, physical or mental incapacity or other
disability, to carry out effectively Executive's duties and obligations to the Company or any of its Subsidiaries or, if
applicable based on Executive's position, to participate effectively and actively in the management of the Company or
any of its Subsidiaries for a period of at least 90 consecutive days or for shorter periods aggregating at least 120 days
(whether or not consecutive) during any twelve month period, as determined in the reasonable judgment of the Board. A
Disability shall be deemed to have occurred on the date that either Executive or Executive's personal representative or
legal guardian, on the one hand, or the Company, on the other hand, provides notice to the other party of the satisfaction
of each of the requirements to constitute a Disability set forth above or on such other date as the parties shall mutually
agree.
" Exchange Act
" shall mean the Securities Exchange Act of 1934, as amended, together with all rules
and regulations promulgated thereunder or any successor U.S. federal laws then in force.
" Executive Units
" shall mean the Class B Common Units issued to Executive hereunder and units of the
Company's equity or other capital interests issued with respect to such Class B Common Units by way of a split,
combination, distribution or other recapitalization.
" Fair Market Value
" of any Executive Unit, shall mean, as of any date, the fair market value of such
Executive Unit, taking into account all relevant factors determinative of value (but without regard to any discounts for
the lack of liquidity of such securities and minority interests), as determined in good faith by the Board; provided,
however, that in the case of a Sale of the Company, the Fair Market Value of each Executive Unit shall be the price per
Executive Unit in such transaction, as solely determined by the Board.
" Family Group
" shall mean, with respect to a Person who is an individual, such Person's spouse and
descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other
entity wholly owned, directly or indirectly, by such Person or such Person's spouse and/or descendants that is and
remains solely for the benefit of such Person and/or such Person's spouse and/or descendants and any retirement plan for
such Person.
" IPO " has the meaning assigned to that term in the LLC Agreement.
" Institutional Investors
" shall mean, collectively, Madison Dearborn Capital Partners V A, L.P., a
Delaware limited partnership, Madison Dearborn Capital Partners V C, L.P., a Delaware limited partnership, Madison
Dearborn Capital Partners V Executive A, L.P., a Delaware limited partnership, Providence Equity Partners VI L.P., a
Delaware limited partnership and Providence Equity Partners VI A, L.P., a Delaware limited partnership.
" Person
" means any individual, partnership, corporation, association, joint stock company, trust, joint
venture, limited liability company, unincorporated organization, governmental entity or department, agency or political
subdivision thereof.
" Public Sale
" means any sale of Company Units (i) to the public pursuant to an offering registered under
the Securities Act, and (ii) to the public pursuant to Rule 144 (other than
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