CDW 2014 Annual Report Download - page 136

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Exhibit 10.31
CDW CORPORATION
2013 LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
CDW Corporation, a Delaware corporation (the “ Company ”), hereby grants to the individual (the “ Holder ”)
named in the award notice attached hereto (the “ Award Notice ”) as of the date set forth in the Award Notice (the “ Grant Date ”),
pursuant to the provisions of the CDW Corporation 2013 Long-Term Incentive Plan (the “ Plan ”), a performance share award (the
“ Award ”) with respect to the number of shares of the Company’s Common Stock, par value $0.01 per share (“ Stock ”), set forth
in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “
Agreement ”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
1.
Award Subject to Acceptance of Agreement . The Award shall be null and void unless the Holder (a) accepts
this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the
Award Notice to the Company (or electronically accepting this Agreement within the Holder’s stock plan account with the
Company’s stock plan administrator according to the procedures then in effect) and (b) if requested by the Company, executes and
returns one or more irrevocable stock powers to facilitate the transfer to the Company (or its assignee or nominee) of all or a
portion of the shares subject to the Award, if shares are forfeited pursuant to Section 3
hereof or if required under applicable laws or
regulations. As soon as practicable after the Holder has accepted this Agreement and executed such stock power or powers and
returned the same to the Company, the Company shall cause to be issued in the Holder’s name the maximum number of shares of
Stock subject to the Award.
2.
Rights as a Stockholder . The Holder shall have the right to vote the shares of Stock subject to the Award
unless and until such shares are forfeited pursuant to Section 3 hereof. As of each date on which the Company pays a cash dividend
on the shares of Stock subject to the Award (a “ Dividend Date ”), the dividend shall be used to purchase from the Company a
number of shares equal to (i) the product of the total number of shares subject to the Award immediately prior to such Dividend
Date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such Dividend Date, divided
by (ii) the Fair Market Value of a share of Stock on such Dividend Date. Any such additional shares shall be subject to the same
vesting conditions and other terms set forth herein as the shares to which they relate. The shares of Stock subject to the Award may
be held by a custodian in book entry form with the restrictions on such shares duly noted or, alternatively, the Company may hold
the certificate or certificates representing such shares, in either case until the Award shall have vested, in whole or in part, pursuant
to Section 3 hereof. As soon as practicable after shares of Stock shall have vested pursuant to Section 3 hereof, subject to Section 4
hereof, the restrictions shall be removed from those of such shares that are held in book entry form, and the Company shall deliver
to the Holder any certificate or certificates representing those of such shares that are held by the Company and destroy or return to
the Holder the stock power or powers relating to such shares. Any shares of Stock that do not become vested and are forfeited
pursuant to Section 3 shall be transferred to the Company (or its assignee or nominee).
Exec Form
1