CDW 2012 Annual Report Download - page 153

Executive's termination of employment, Executive materially violates any agreement between Executive and the
Company or its Subsidiaries with respect to non1
competition (other than a Competitive Activity (as defined in any Class
A Common Unit Purchase and Exchange Agreement between Executive and the Company dated as of the date hereof)
that does not violate any such non1competition covenant), non1
solicitation, confidentiality or protection of trade secrets
(or similar provision regarding intellectual property).
3.
Repurchase Option .
(a)
Repurchase of Vested Units on Termination of Employment or Services
. If Executive's
employment with the Company and its Subsidiaries and the services that Executive provides (including service as a
Manager, advisor or consultant as contemplated by and described in Rule 701) to the Company [and all] 5 [or any] 6
of its
Subsidiaries terminate for any reason other than Cause (including, without limitation, as a result of Executive's death or
Disability, or as a result of Executive's retirement or resignation), first the Company and then the Institutional Investors
shall have the right, but not the obligation, to purchase all or any portion of the Vested Units at a price per unit equal to
Fair Market Value of such Executive Unit as of the date of repurchase; provided, however, if Executive Units are
repurchased at Fair Market Value pursuant to this Section 3(a) but during the three1
year period following Executive's
termination of employment Executive materially violates any agreement between Executive and the Company or its
Subsidiaries with respect to non1
competition (other than a Competitive Activity (as defined in any Class A Common
Unit Purchase and Exchange Agreement between Executive and the Company dated as of the date hereof) that does not
violate any such non1competition covenant), non1
solicitation, confidentiality or protection of trade secrets (or similar
provision regarding intellectual property), then Executive shall immediately remit a cash payment to the Company equal
to the Fair Market Value of each such Executive Unit as of the date of repurchase; provided, further, however, that any
obligation arising under the foregoing proviso may be offset against any other amounts due to Executive by the
Company under any promissory note received in consideration of the repurchase of such Executive Units.
(b)
Repurchase Procedure for the Company
. The Company may elect to repurchase all or any portion
of the Executive Units (the " Available Executive Units ") pursuant to Section 3(a)
by delivery of written notice (a "
Company Repurchase Notice
") to Executive (and any other holder of Executive Units) within 90 days after the Date of
Termination for any Executive Units vested more than six months and one day prior to the Date of Termination (or in
the case of Executive Units vested less than six months and one day prior to the Date of Termination, no earlier than six
months and one day, and no later than 241 days, after the Date of Termination) (the " Repurchase Notice Period
"). The
Company Repurchase Notice shall set forth the number of
5
This language is included in Mr. Edwardson's agreement.
6
This language is included in the agreements with Mr. Berger, Mr. Eckrote, Ms. Leahy, Mr. Richards, Mr. Stevens and Ms. Ziegler.
5