CDW 2014 Annual Report Download - page 139

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any Restrictive Covenant; or (F) Holder’s material and willful violation of the Company’s written policies or of Holder’s statutory
or common law duty of loyalty to the Company or its affiliates that in either case is materially injurious to the Company, monetarily
or otherwise. No act or failure to act will be considered “willful” (x) unless it is done, or omitted to be done, by Holder in bad faith
or without reasonable belief that Holder’
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.
(b)
Disability . For purposes of this Award, “ Disability ” shall mean the Holder’s absence from the Holder’s
duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Holder’s incapacity due to physical
or mental illness, or under such other circumstances as the Committee determines, in its sole discretion, constitute a Disability.
(c)
Good Reason . For purposes of this Award, “ Good Reason ” shall mean that the Holder resigns from
employment with the Company and its Subsidiaries as a result of one or more of the following reasons: (i) the Company reduces the
amount of the Holder’s base salary or cash bonus opportunity (it being understood that the Board shall have discretion to set the
Company’s and the Holder’s personal performance targets to which the cash bonus will be tied), (ii) the Company adversely
changes the Holder’s reporting responsibilities, titles or office as in effect as of the date hereof or reduces his/her position,
authority, duties, responsibilities or status materially inconsistent with the positions, authority, duties, responsibilities or status the
Holder then holds, (iii) any successor to the Company in any merger, consolidation or transfer of assets does not expressly assume
any material obligation of the Company to the Holder under any agreement or plan pursuant to which the Holder receives benefits
or rights, or (iv) the Company changes the Holder’s place of work to a location more than fifty (50) miles from the Holder’
s present
place of work; provided , however , that the occurrence of any such condition shall not constitute Good Reason unless (A) the
Holder provides written notice to the Company of the existence of such condition not later than 60 days after the Holder knows or
reasonably should know of the existence of such condition, (B) the Company fails to remedy such condition within 30 days after
receipt of such notice and (C) the Holder resigns due to the existence of such condition within 60 days after the expiration of the
remedial period described in clause (B) hereof.
(d)
Restrictive Covenant . For purposes of this Award, “ Restrictive Covenant ” shall mean any non-
competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property)
covenant by which Holder is bound under any agreement between Holder and the Company and its Subsidiaries.
(e)
Retirement . For purposes of this Award, “ Retirement ” shall mean Holder’
s termination of employment at a
time when (i) the Holder has attained age 55 and (B) the sum of the Holder’s age and years of employment with or service to the
Company or its Subsidiaries equals or exceeds 65; provided that such termination occurs at least six months after the Grant Date.
4.
Clawback of Proceeds .
4.1.
Clawback of Proceeds . This award is subject to the clawback provisions in Section 5.15 of the Plan. In
addition, if the Holder materially violates any Restrictive Covenant and such violation occurs on or before the third anniversary of
the date of the Holder’s termination of employment: (i) the Award shall be forfeited and (ii) any and all Performance Share
Proceeds (as hereinafter defined) shall be immediately due and payable by the Holder to the Company. For purposes of this Section,
“ Performance Share Proceeds ” shall mean, with respect to any portion of the Award which becomes
4