CDW 2014 Annual Report Download - page 141

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provided, however, that if a fraction of a share of Stock would be required to satisfy the minimum amount of the Required Tax
Payments, then the number of shares of Stock to be withheld may be rounded up to the next nearest whole share of Stock.
Notwithstanding the foregoing, if the Required Tax Payments are due prior to the date the Company determines the number of
shares of Stock that have become vested, the amount of the Required Tax Payments, including the number of shares withheld to
pay such Required Tax Payments, may be based on a reasonable estimate of the number of shares that are expected to become
vested. No certificate representing a share of Stock shall be delivered until the Required Tax Payments have been satisfied in full.
A determination by the Company to satisfy the Required Tax Payments by withholding shares of Stock shall be made by the
Committee if the Holder is subject to Section 16 of the Exchange Act.
6.2.
Compliance with Applicable Law . The Award is subject to the condition that if the listing, registration or
qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the
delivery of shares hereunder, the shares of Stock subject to the Award shall not be delivered, in whole or in part, unless such listing,
registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration,
qualification, consent, approval or other action.
6.3.
Award Confers No Rights to Continued Employment . In no event shall the granting of the Award or its
acceptance by the Holder, or any provision of the Agreement or the Plan, give or be deemed to give the Holder any right to
continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the
Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time.
6.4.
Decisions of Board or Committee . The Board or the Committee shall have the right to resolve all questions
which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the
Committee regarding the Plan or this Agreement shall be final, binding and conclusive.
6.5.
Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors
of the Company and any person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance
with this Agreement or the Plan.
6.6.
Notices . All notices, requests or other communications provided for in this Agreement shall be made, if to
the Company, to CDW Corporation, Attn: General Counsel, 200 N. Milwaukee Avenue, Vernon Hills, Illinois 60061, and if to the
Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other
communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or
electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice,
request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or
electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service;
provided , however , that if a notice, request or other communication sent to the Company is not received during regular business
hours, it shall be deemed to be received on the next succeeding business day of the Company.
6.7.
Governing Law
. This Agreement, the Award and all determinations made and actions taken pursuant hereto
and thereto, to the extent not governed by the laws of the United States,
6