CDW 2012 Annual Report Download - page 125

Table of Contents
agreement with Mr. Edwardson (the “Amended Employment Agreement”).
The Amended Employment Agreement with Mr. Edwardson became
effective on October 1, 2011 and continued through December 31, 2012. Over the duration of the Amended Employment Agreement, Mr.
Edwardson's base salary was reduced to reflect the annualized amounts as set forth below, which resulted in Mr. Edwardson receiving base
salary of approximately $540,000 with respect to 2012.
The Company has severance arrangements with respect to each Named Executive Officer that provide for payments and other benefits
upon a qualifying termination of the Named Executive Officer. The terms of the Company's severance arrangements are described in “2012
Potential Payments upon Termination or Change in Control.”
SMIP
Please see the Compensation Discussion and Analysis for further information regarding the operation of the SMIP.
Class B Common Units
As noted in the Compensation Discussion and Analysis, in 2012, the Committee granted to Mr. Richards 10,000 B Units. The B Unit
program is a profits-interest compensation program that was designed to permit holders of B Units to share in the increase in the equity value of
the Company above a pre-defined value for the A Units. For the 2012 B Unit grant to Mr. Richards that per unit pre-defined value, or
“participation threshold,” equals $859.00.
The B Units vest daily on a pro rata basis over a five year period commencing on the date of grant if, and only if, the executive is, and
has been, continuously employed by the Company or any of its subsidiaries, serving as a manager or director of the Company or its subsidiaries,
or providing services to the Company or any of its subsidiaries as an advisor or consultant. Immediately prior to a sale of the Company, all
unvested B Units shall immediately vest if the executive is, and has been, continuously employed by or providing services to the Company or its
subsidiaries as of the date of the transaction.
Please see the Compensation Discussion and Analysis for further information regarding the 2012 B Unit grant to Mr. Richards.
RDU Plan
Please see the Compensation Discussion and Analysis and Nonqualified Deferred Compensation section for further information
regarding the operation of the RDU Plan.
2012 Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the number and market value of unvested equity awards held by each Named Executive Officer on
December 31, 2012.
112
Period Base Salary (Per Annum)
10/1/2011 through 3/31/2012
$825,000
4/1/2012 through 6/30/2012
$618,750
7/1/2012 through 9/30/2012
$412,500
10/1/2012 through 12/31/2012
$206,250
Name
Number of Units
That Have Not
Vested (1)
Market Value of
Units That Have
Not Vested (2)
Thomas E. Richards
17,350
$
6,407,303
John A. Edwardson (3)
24,867
$
21,360,307
Ann E. Ziegler
3,481
$
2,990,443
Neal J. Campbell
3,047
$
1,203,500
Christina M. Corley
3,916
$
1,045,620
(1) Amounts reported in this column represent the number of unvested B Units held by each Named Executive Officer as of December 31,
2012. For Mr. Richards, his 2012 grant of 10,000 B Units vests daily on a pro rata basis over a five year period commencing on December
12, 2012 and his remaining B Units vest daily on a pro rata basis over a five year period commencing on January 1, 2010. For Mr.
Edwardson and Ms. Ziegler, the B Units vest daily on a pro rata basis over a five year period commencing on January 1, 2010. For Mr.
Campbell and Ms. Corley, the B Units vest daily on a pro rata basis over a five year period commencing on March 10, 2011 and
September 26, 2011, respectively.