CDW 2012 Annual Report Download - page 128

Table of Contents
All of the Named Executive Officers are bound by noncompetition agreements with the Company. Under his amended and restated
employment agreement, Mr. Edwardson is bound by noncompetition and nonsolicitation provisions that apply through December 31, 2016 and
confidentiality provisions that apply for an unlimited period of time following any termination of his employment. The remaining Named
Executive Officers are bound by noncompetition and nonsolicitation provisions that apply for a period of twelve months (in the case of the
Compensation Protection Plan or for executives who are parties to Compensation Protection Agreements if such executive is not eligible to
receive severance under the terms of such agreement) or eighteen months (if the Named Executive Officer is eligible for severance under the
terms of a Compensation Protection Agreement) following any termination of employment and confidentiality provisions that apply for an
unlimited period of time following any termination of employment. The noncompetition period under the B Unit agreements is 18 months for
each executive who is a party to a Compensation Protection Agreement and 12 months for each executive who participates in the Compensation
Protection Plan.
Employment Agreement with John A. Edwardson
Mr. Edwardson's Amended Employment Agreement provided for payments and other benefits in connection with the termination of his
employment with the Company on or prior to December 31, 2012. Under Mr. Edwardson's Amended Employment Agreement, if
Mr. Edwardson's employment was terminated due to Mr. Edwardson's death or disability, Mr. Edwardson or his estate, as applicable, would be
entitled to receive the following payments and benefits: (1) accrued base salary through the date of termination of employment; (2) the amount
of any SMIP bonus earned and payable, but not yet paid, for the fiscal year prior to the year in which Mr. Edwardson's termination of
employment occurred; (3) any earned and unpaid portion of the SMIP bonus target determined as of the last day of the fiscal year in which
Mr. Edwardson's termination of employment occurred, prorated from the first day in such fiscal year through the date of Mr. Edwardson's
termination of employment; and (4) any employee benefits to which Mr. Edwardson was otherwise entitled. In addition, in the case of
Mr. Edwardson's termination due to death or disability, Mr. Edwardson's Class B Common Unit Grant Agreement provided for the immediate
vesting of the additional portion of his outstanding B Units that would vest over a period of one year from Mr. Edwardson's termination of
employment. If Mr. Edwardson's employment was terminated by the Company for “cause” or by Mr. Edwardson without “good reason,” as
defined in his Amended Employment Agreement, Mr. Edwardson would be entitled to receive the benefits described in (1), (2) and (4) above. If
Mr. Edwardson's employment was terminated by the Company without “cause” or by Mr. Edwardson for “good reason,” Mr. Edwardson would
be entitled to receive the payments and benefits described in (1) through (4) above and a lump sum payment of two times the sum of his base
salary plus his average annual incentive bonus for the last three full fiscal years. Under the Amended Employment Agreement, upon Mr.
Edwardson's retirement or if Mr. Edwardson's employment was terminated by the Company without “cause,” by Mr. Edwardson for “good
reason” or due to disability, Mr. Edwardson would receive, in addition to the payments and benefits outlined set forth above with respect to the
applicable qualifying termination of employment, continuation of medical, dental and vision insurance until he becomes eligible for Medicare
benefits, and full COBRA rights for his eligible dependents once he becomes eligible for Medicare benefits or, if earlier, upon his death. Mr.
Edwardson became eligible for the continuation of medical, dental and vision benefits following his December 31, 2012 retirement as Chairman.
Mr. Edwardson did not receive any other severance benefits upon his retirement.
Compensation Protection Arrangements
For purposes of determining severance benefits under the Named Executive Officers' compensation protection arrangements, a
qualifying termination means termination of the Named Executive Officer's employment (1) by the Company other than (A) for “cause,” (B) the
Named Executive Officer's death or (C) the Named Executive Officer's disability, or (2) for a Named Executive Officer who is a party to a
Compensation Protection Agreement, by the Named Executive Officer for “good reason.”
If the employment of a Named Executive Officer other than Mr. Edwardson is terminated for any reason other than a qualifying
termination of employment, the Named Executive Officer is entitled to receive his or her “accrued obligations.” Accrued obligations include the
following: (1) accrued and unpaid base salary; (2) any SMIP bonus, deferred compensation and other cash compensation accrued by the Named
Executive Officer to the extent not paid as of the date of termination; and (3) vacation pay, expense reimbursements and other cash entitlements
accrued by the Named Executive Officer to the extent not paid as of the date of termination.
If the employment of a Named Executive Officer other than Mr. Edwardson is terminated due to the Named Executive Officer's death
or disability, the Named Executive Officer or his or her estate, as applicable, is entitled to receive the following payments under his or her
compensation protection arrangement: (1) accrued obligations as defined above and (2) for executives who are parties to Compensation
Protection Agreements, an annual incentive bonus (based on the target bonus under the Company's SMIP), prorated through the effective date of
the Named Executive Officer's termination of employment.
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