CDW 2012 Annual Report Download - page 131

Table of Contents
Named Executive Officer will continue to receive interest earned subsequent to 2012 with respect to the RDUs that vested in connection
with his or her qualifying termination of employment.
Potential Payments upon Death or Disability Table
Potential Payments upon a Change in Control
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(6) Represents the estimated value of continued welfare benefits that all Named Executive Officers would be entitled to receive upon a
qualifying termination of employment.
(7) Represents the maximum value of outplacement services that all Named Executive Officers, except for Mr. Edwardson, would be entitled
to receive.
Name
Severance
Payment
($)
Pro Rata
Actual Bonus
Payment
($) (1)
Value of
Accelerated
Class B Common
Units
($) (2)
Value of
Accelerated
RDUs
($) (3)
Aggregate
Payments
($)
Thomas E. Richards —
871,875
3,205,407
1,026,000
5,103,282
John A. Edwardson —
609,375
10,686,006
—
11,295,381
Ann E. Ziegler —
525,000
1,496,041
627,000
2,648,041
Neal J. Campbell —
206,250
377,800
160,000
744,050
Christina M. Corley —
206,250
280,110
160,000
646,360
(1) Under the Compensation Protection Agreements, the Named Executive Officers are entitled to a pro rata bonus based on target or, in the
case of Mr. Edwardson, actual performance for the year in which termination occurs. Named Executive Officers subject to the
Compensation Protection Plan are not eligible to receive a pro rata bonus in the event of death or disability prior to December 31, 2012;
however, each executive's full SMIP bonus is included in this column because each executive satisfied the employment through December
31, 2012 requirement under the SMIP. The amount reported in this column represents the annual bonus earned by each Named Executive
Officer during 2012. This amount is also reported in the 2012 Summary Compensation Table as 2012 compensation.
(2) Represents the value of B Units, equal to the amount that would vest over a period of one year, in the event of a termination of
employment due to death or disability on December 31, 2012. The B Unit value reported in this table is based upon a valuation analysis of
the "fair market value" (as defined in our applicable equity documents) of total Company equity performed on a semi-annual basis.
(3) Pursuant to the terms of the RDU Plan, in the event of the participant's death or disability, the participant will vest in an additional 20% of
the RDUs (i.e., one year of vesting on a five year daily vesting schedule). The amounts reported in the table represent the number of RDUs
that would vest upon a termination due to death or disability on December 31, 2012 multiplied by the $1,000 face amount of an RDU.
Following a termination of employment, the Named Executive Officer will continue to receive interest earned subsequent to 2012 with
respect to the RDUs that vested in connection with his or her termination of employment due to death or disability.
Name
Severance
Payment
($)
Pro Rata
Actual
Bonus
Payment
($)
Value of
Accelerated
Class B Common
Units
($) (1)
Value of
Accelerated
RDUs
($) (2)
Tax Payments
($) (3)
Aggregate
Payments
($) (4)
Thomas E. Richards
—
—
6,407,303
4,154,924
—
10,562,227
John A. Edwardson
—
—
21,360,307
—
—
21,360,307
Ann E. Ziegler
—
—
2,990,443
2,539,120
—
5,529,563
Neal J. Campbell
—
—
1,203,500
663,371
—
1,866,871
Christina M. Corley
—
—
1,045,620
700,993
—
1,746,613
(1)
Represents the value of all unvested B Units that would become vested immediately prior to a sale of the Company on December 31, 2012.
The B Unit value reported in this table is based upon a valuation analysis of the "fair market value" (as defined in our applicable equity
documents) of total Company equity performed on a semi-annual basis.
(2) Represents the value of all unvested RDUs that would become vested upon a sale of the Company, the allocation of the unallocated RDU
debt pool (principal and any accrued interest) that each Named Executive Officer would have received