CDW 2012 Annual Report Download - page 157

(b) Opinion of Counsel
. No holder of Executive Units may Transfer any Executive Units (except
pursuant to an effective registration statement under the Act) without first delivering to the Company an opinion of
counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act or any
applicable state securities law is not required in connection with such transfer.
(c)
Holdback
. The Executive Units are subject to the holdback provisions set forth in Section 6 of the
Unitholders Agreement.
6.
[Intentionally Deleted]
7.
Noncompete, Nonsolicitation and Confidentiality
. [Executive acknowledges that he is subject to
certain covenants regarding noncompetition, nonsolicitation and confidentiality, as set forth in Sections 7, 8, 9 and 10 of
the Employment Agreement, the terms of which, as well as the terms of Section 13 of the Employment Agreement
(respecting arbitration) insofar as Section 13 applies to those covenants thereunder, are incorporated herein by
reference.] 11
[Executive acknowledges that in the course of his/her employment with or provision of services (including
service as a Manager, advisor or consultant as contemplated by and described in Rule 701) to the Company or its
Subsidiaries, Executive has and will become familiar with trade secrets and other confidential information concerning
the Company and its Subsidiaries and that Executive's services will be of special, unique and extraordinary value to the
Company and its Subsidiaries. Executive also acknowledges that the Company’
s Confidential Information will retain
continuing vitality throughout and beyond the Noncompetition Period, and that should Executive leave the Company and
work for a Competitor during the Noncompetition Period, it would be highly likely, if not inevitable, that Executive
would use or disclose the Company’
s Confidential Information. For these and other reasons, Executive agrees and
acknowledges that the restrictions in this Agreement are reasonable and necessary to protect the Company’
s legitimate
business interests.
(a)
Noncompete
. In consideration for the issuance of the Executive Units and other good and valuable
consideration, Executive agrees not to become employed by, perform services for, form, develop, or otherwise become
associated with (as an employee, officer, director, manager, partner or consultant or member, stockholder or investor
owning more than a 2% interest or other similar role) a Competitor (as defined below) of the Company or any of its
Subsidiaries at any time during Executive's employment with or service to the Company or any of its Subsidiaries or for
eighteen months after the termination of Executive's employment with or service to the Company or any of its
Subsidiaries (the " Noncompetition Period "). For purposes of this Section 7
, "Competitor" shall mean any Person
conducting or planning to conduct a business similar to and in competition with any business conducted or planned by
the Company or any of its Subsidiaries in any geographic area in which the Company or any of its Subsidiaries is
conducting such business
11
This language constitutes Section 7 of Mr. Edwardson's agreement.
9