CDW 2014 Annual Report Download - page 140

vested later than 24 months prior to the date of the Holder’s termination of employment or service with the Company, the Fair
Market Value of a share of Common Stock on the date such portion of the Award became vested, multiplied by the number of
shares of Common Stock that became vested. The remedy provided by this Section shall be in addition to and not in lieu of any
rights or remedies which the Company may have against the Holder in respect of a breach by the Holder of any duty or obligation
to the Company.
4.2.
Right of Setoff . The Holder agrees that by accepting the Award the Holder authorizes the Company and its
affiliates to deduct any amount or amounts owed by the Holder pursuant to this Section 4 from any amounts payable by or on
behalf of the Company or any affiliate to the Holder, including, without limitation, any amount payable to the Holder as salary,
wages, vacation pay, bonus or the vesting or settlement of the Award or any stock-based award. This right of setoff shall not be an
exclusive remedy and the Company’s or an affiliate’
s election not to exercise this right of setoff with respect to any amount payable
to the Holder shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Holder or any other
remedy.
5. Transfer Restrictions and Investment Representation .
5.1. Nontransferability of Award . The Award may not be transferred by the Holder other than by will or the
laws of descent and distribution. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to
execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise
dispose of the Award, the Award and all rights hereunder shall immediately become null and void.
5.2. Investment Representation . The Holder hereby covenants that (a) any sale of any share of Stock acquired
upon the vesting of the Award shall be made either pursuant to an effective registration statement under the Securities Act of 1933,
as amended (the “ Securities Act ”), and any applicable state securities laws, or pursuant to an exemption from registration under
the Securities Act and such state securities laws and (b) the Holder shall comply with all regulations and requirements of any
regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any
documents which the Committee shall in its sole discretion deem necessary or advisable.
6. Additional Terms and Conditions of Award .
6.1. Withholding Taxes . As a condition precedent to the vesting of the Award and the delivery of the Stock
hereunder, at the Company’s discretion either (i) the Holder shall pay to the Company such amount as the Company (or an
affiliate) determines is required, under all applicable federal, state, local, foreign or other laws or regulations, to be withheld and
paid over as income or other withholding taxes (the “ Required Tax Payments ”)
with respect to the Award or (ii) the Company or
an affiliate may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the
Company or an affiliate to the Holder, which may include the withholding of whole shares of Stock which would otherwise be
delivered to the Holder having an aggregate Fair Market Value, determined as of the date on which such withholding obligation
arises, equal to the Required Tax Payments, in either case in accordance with such terms, conditions and procedures that may be
prescribed by the Company. Shares of stock withheld may not have a Fair Market Value in excess of the Company’s minimum
statutory withholding requirements for the Required Tax Payments;
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