CDW 2012 Annual Report Download - page 124

Table of Contents
2012 Grants of Plan-Based Awards Table
The following table provides information regarding the possible payouts to our Named Executive Officers in 2012 under the SMIP and
the 2012 grant of B Units to Mr. Richards.
Narrative to Summary Compensation Table and Grants of Plan
-Based Awards Table
Employment Agreements and Arrangements
In connection with Mr. Richards' election to the position of Chief Executive Officer, on June 30, 2011, the Board approved the terms of
an amended and restated compensation protection agreement with Mr. Richards, which became effective October 1, 2011. Mr. Richards'
amended compensation protection agreement provides for, among other items, (i) an annual base salary of $775,000 subject to merit increases,
(ii) an annual incentive bonus target of 150% of Mr. Richards' annual base salary and (iii) severance benefits for qualifying terminations of
employment. Please see the “2012 Potential Payments Upon Termination or Change in Control” section for a discussion of Mr. Richards'
severance arrangements.
In connection with Mr. Edwardson's retirement as Chief Executive Officer of the Company and Mr. Edwardson's continued service as
the Company's Chairman, in 2011, the Board approved the terms of an amended and restated employment
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(4) Nonqualified Deferred Compensation Earnings . Pursuant to SEC disclosure rules, the amounts reported represent the portion of the
interest credited under the RDU Plan that exceeds 120% of the applicable federal long-term rate. Please see the Compensation Discussion
and Analysis for further information regarding the RDU Plan.
(5) All Other Compensation . For 2012, “All Other Compensation” consists of (i) the RDU grant valued at $400,000 that Mr. Campbell and
Ms. Corley each received during 2012 and (ii) matching and profit sharing contributions to the 401(k) accounts of each of the Named
Executive Officers. For 2011, “All Other Compensation” consists of (i) the value of RDUs that Mr. Campbell and Ms. Corley received
during 2011 and (ii) profit sharing contributions to the 401(k) accounts of Messrs. Richards and Edwardson and Ms. Ziegler. For 2010,
“All Other Compensation” for Mr. Richards and Ms. Ziegler consists of the value of RDUs that each received during 2010. The RDU
value reported is calculated by multiplying the number of RDUs received by $1,000, the face amount of an RDU. Because the amounts
reported represent the face amount of the unvested RDUs, these amounts may not correspond to the actual value that will be recognized by
the Named Executive Officer.
Name Grant Date
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (1)
Estimated Possible Payouts
Under Equity Incentive Plan
Awards
All Other
Stock
Awards:
Number of
Units
(#) (2)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($)
Grant Date
Fair Value
of Stock
and Option
Awards
($) (3)
Threshold
($)
Target
($) Maximum ($)
Threshold
($)
Target
($)
Maximum
($)
Thomas E.
Richards
—
174,375
1,162,500
2,325,000
—
—
—
—
— —
—
12/12/12
— — — —
—
—
10,000
— —
1,190,000
John A.
Edwardson
—
121,875
812,500
1,625,000
—
—
—
—
— —
—
Ann E.
Ziegler
—
105,000
700,000
1,400,000
—
—
—
—
— —
—
Neal J.
Campbell
41,250
275,000
550,000
—
—
—
—
— —
—
Christina
M. Corley
—
41,250
275,000
550,000
—
—
—
—
— —
—
(1)
These amounts represent threshold, target and maximum cash award levels set in 2012 under the SMIP. The amount actually earned by each
Named Executive Officer is reported as Non
-Equity Incentive Plan Compensation in the 2012 Summary Compensation Table.
(2) The amount reported for Mr. Richards represents B Units granted in 2012 under the Company's 2007 Incentive Equity Plan. These B Units
vest daily on a pro rata basis over a five year period commencing on the date of grant. The per unit participation threshold for Mr. Richards'
B Unit grant equals $859.00.
(3)
The amount reported in this column represents the grant date fair value of the 2012 B Unit grant to Mr. Richards, as computed in accordance
with FASB ASC 718. See Note 11 to the consolidated financial statements for a discussion of the relevant assumptions used in calculating
these amounts.