CDW 2012 Annual Report Download - page 160
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presentation or proposal of any kind on behalf of the Company or any of its Subsidiaries or affiliates,
acquired or had access to any Confidential Information or had contact with as a result of Executive’
s
employment with the Company.
“CDW Employee” means any person who was an officer, manager-
level or other key
employee or any material group of employees of the Company or any of its Subsidiaries or affiliates
either (i) at any time within 3 months of the prohibited contact; or (ii) at any time within 3 months of
Executive’s termination (for whatever reason) from the Company.
“CDW Vendor”
means any person or entity that provided goods or services to CDW or
otherwise did business with the Company at any time within a two-year period prior to Executive’
s
termination (for whatever reason) from the Company.] 12
8.
Remedies
. The parties hereto (and the Investors as third party beneficiaries hereof) shall be entitled
to enforce their respective rights under this Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement, and to exercise all other rights existing in their favor. The parties hereto acknowledge and
agree that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that
any party hereto (and the Institutional Investors as third party beneficiaries hereof) may, in their sole discretion, apply to
any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting
bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.
9.
Definitions .
(a)
The following terms, as used in this Agreement, have the following meanings:
" Act " means the Delaware Limited Liability Company Act, 6 Del. L. § 181101, et seq.
, as it may be
amended from time to time, and including any successor statute.
" Affiliate " has the meaning given such term in the LLC Agreement.
" Board " shall mean the board of managers of the Company.
[" Cause " shall have the meaning assigned to such term in Section 4 of the Employment Agreement.] 13
12
This language constitutes Section 7 of the agreement with Mr. Berger, Mr. Eckrote, Ms. Leahy, Mr. Richards, Mr. Stevens and Ms. Ziegler.
13
This definition of " Cause " is included in Mr. Edwardson's agreement.
12