CDW 2012 Annual Report Download - page 158

or plans to conduct such business as of the date of termination of Executive's employment with or services to the
Company or its Subsidiaries, if Executive, while employed by or providing services to the Company or any of its
Subsidiaries, was involved in such business or had knowledge of the operations of such business or received or was
otherwise in possession of Confidential Information as defined in Section 7(e)
regarding such business. For purposes of
illustration only, the parties agree that each of the corporations, other enterprises or Persons set forth on
Schedule I
attached hereto is a "Competitor" of the Company and its Subsidiaries as of the date hereof, it being acknowledged and
agreed that (x) such list is only representative of the Company’
s current Competitors but not exhaustive and is not
intended to include all of the Company’s or its Subsidiaries’
current Competitors and (y) other Persons could become
Competitors of the Company or its Subsidiaries at a future date.
(b)
Nonsolicitation
. Executive further agrees that during the Noncompetition Period Executive shall
not (i) in any manner, directly or indirectly, solicit any CDW Employee or induce or attempt to induce any CDW
Employee to terminate or abandon his or her employment for any purpose whatsoever or (ii) on behalf of any
Competitor, call on, service, solicit or otherwise do business with any CDW Vendor or CDW Customer.
(c)
Exceptions . Nothing in this Section 7
shall prohibit Executive from being (i) a stockholder in a
mutual fund or a diversified investment company or (ii) an owner of not more than two percent of the outstanding stock
of any class of a corporation, any securities of which are publicly traded, so long as Executive has no active participation
in the business of such corporation.
(d)
Extension. Because the protection of the Company’
s Confidential Information requires that
Executive not perform the activities described in Sections 7(a) and 7(b) for the full Noncompetition Period, Executive
agrees that the Noncompetition Period provided in Section 7 shall be extended for any time during which Executive
breaches this Agreement, such that Executive does not perform the proscribed activities for a time period equal to the
full amount of time provided in Section 7.
(e)
Reformation . If, at any time of enforcement of this Section 7
, a court or an arbitrator holds that the
restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum
period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope
or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law. This Agreement shall not authorize a court or arbitrator to increase or broaden
any of the restrictions in this Section 7 .
(f)
Confidentiality
. Other than as required in the ordinary course of Executive's employment by the
Company or its Subsidiaries, and except as specifically authorized by the Board or Executive's direct supervisor,
Executive shall not at any time make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or
secret information of the Company or of any of its Subsidiaries or (ii) other technical, business, proprietary or financial
information of the Company or of any of its Subsidiaries not available to the public generally or to Competitors ("
Confidential Information
"), except to the extent that such Confidential Information (a) becomes a matter of public
record or is published in a newspaper, magazine or other periodical or on electronic
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