CDW 2012 Annual Report Download - page 152

(b) Vesting
. The Executive Units shall vest daily on a pro rata basis commencing ____________ and
continuing through ____________ if, and only if, Executive is, and has been, continuously (except [, for purposes of
clause (i),] 3
for any absence for vacation, leave, etc. in accordance with the Company's or its Subsidiaries' policies) (i)
employed by the Company or any of its Subsidiaries, (ii) serving as a manager or director of the Company or its
Subsidiaries (a " Manager
") or (iii) providing services to the Company or any of its Subsidiaries as an advisor or
consultant as contemplated by or described in Rule 701, in each case from the date of this Agreement through and
including such date. 4
The number of Vested Units shall not increase after Executive ceases to be an employee of or after
termination of Executive's services (including service as a Manager, advisor or consultant as contemplated by and
described in Rule 701) to the Company or any of its Subsidiaries; provided, however, that in the event Executive ceases
to be employed by or provide services (including service as a Manager, advisor or consultant as contemplated by and
described in Rule 701) to the Company or any of its Subsidiaries due to Executive's death or Disability, an additional
portion of the Executive Units, equal to the amount that would vest over a period of one (1) year, will vest on the date of
death or Disability.
(c)
Acceleration of Vesting on Sale of the Company
. Immediately prior to a Sale of the Company, all
Executive Units which have not yet become Vested Units shall immediately vest and become Vested Units, if, and only
if, Executive is, and has been continuously (except for any absence for vacation, leave, etc. in accordance with the
Company's or its Subsidiaries' policies) since the date hereof employed or providing services (including service as a
Manager, advisor or consultant as contemplated by and described in Rule 701 promulgated under the Act) to the
Company or its Subsidiaries as of such date.
(d)
Cancellation of Executive Units .
(i)
If Executive's employment with the Company and its Subsidiaries and the services
Executive provides (including service as a Manager, advisor or consultant as contemplated by and described in
Rule 701) to the Company and all of its Subsidiaries terminate for any reason, all Unvested Units shall be
automatically cancelled on the date of termination without any consideration paid therefor and without further
action on the part of the Company or any holder of any of the Unvested Units.
(ii)
All Vested Units shall also be automatically cancelled without any consideration paid
therefor and without further action on the part of the Company or any holder of any of the Vested Units if
Executive's employment with the Company and all of its Subsidiaries and the services Executive provides
(including service as a Manager, advisor or consultant as contemplated by and described in Rule 701) to the
Company and all of its Subsidiaries are terminated for Cause or if during the three1year period following
3
This language is included in Mr. Edwardson's agreement.
4
The Executive Units vest daily on a pro rata basis between the grant date and the fifth anniversary of the grant date.
4