CDW 2012 Annual Report Download - page 162

[" Disability
" shall have the meaning assigned to such term in Section 4(b) of the Employment
Agreement.] 15
[" Disability
" shall have the meaning assigned to such term in any written employment agreement with
the Company or any Subsidiary or, in the absence of any such written employment agreement, shall mean Executive's
inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively
Executive's duties and obligations to the Company or any of its Subsidiaries or, if applicable based on Executive's
position, to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period
of at least 90 consecutive days or for shorter periods aggregating at least 120 days (whether or not consecutive) during
any twelve month period, as determined in the reasonable judgment of the Board. A Disability shall be deemed to have
occurred on the date that either Executive or Executive's personal representative or legal guardian, on the one hand, or
the Company, on the other hand, provides notice to the other party of the satisfaction of each of the requirements to
constitute a Disability set forth above or on such other date as the parties shall mutually agree.] 16
[“ Employment Agreement ”
means that certain Employment Agreement, dated as of October 12, 2007,
by and between CDW LLC (f/k/a CDW Corporation) and Executive.] 17
" Executive Units
" shall mean the Class B Common Units issued to Executive hereunder and units of the
Company's equity or other capital interests issued with respect to such Class B Common Units by way of a split,
combination, distribution or other recapitalization.
" Fair Market Value
" of the Executive Units shall mean the fair market value of such unit, taking into
account all relevant factors determinative of value (but without regard to any discounts for the lack of liquidity of such
securities and minority interests), as determined in accordance with the following procedure. Initially, Fair Market Value
shall be determined by the Board acting in good faith. Upon request, the Company will provide Executive, strictly for
use in determining whether to seek an appraisal, its calculation of Fair Market Value and a description of the
methodology and metrics utilized by the Company in making such determination. If Executive believes that the amount
determined by the Board to be the Fair Market Value of the Executive Unit is less than the amount that Executive
believes to be the Fair Market Value of such Executive Unit and the resulting amount in dispute exceeds $50,000,
Executive may elect to direct the Company to obtain an appraisal of the Fair Market Value of such Executive Unit,
which appraisal shall be prepared by a qualified independent appraiser, mutually selected by the Company and
Executive. If the Company and Executive are unable to agree on such appraiser, they shall each select a qualified
independent appraiser, and the two such appraisers shall select a third qualified independent
15
This definition of " Disability " is included in Mr. Edwardson's agreement.
16
This definition of " Disability " is included in the agreements with Mr. Berger, Mr. Eckrote, Ms. Leahy, Mr. Richards, Mr. Stevens and Ms.
Ziegler.
17
This definition of " Employment Agreement " is included in Mr. Edwardson's agreement.
14