CDW 2012 Annual Report Download - page 177

price for such Executive Units (the " Repurchase Shares
"); provided that, in the event any Repurchase Shares are issued,
promptly following the closing of the repurchase transaction, the Company may direct VH Holdings and VH Holdings
may accordingly redeem, and the holder of such Repurchase Shares shall sell to VH Holdings, all of the Repurchase
Shares for an aggregate amount equal to the aggregate repurchase price for the Executive Units (or the portion thereof
previously assigned to the Repurchase Shares), which amount shall be paid in cash unless the conditions of clause (i) of
this Section 3(g)
shall have been met, in which case, such amount may be paid through the issuance of a subordinated
promissory note of VH Holdings containing and subject to the same terms as provided in clause (i) of this Section 3(g)
,
or (iv) any combination of the foregoing. If an Institutional Investor elects to purchase all or any portion of the
Remaining Executive Units, such Institutional Investor shall pay for such Executive Units by certified check or wire
transfer of funds.
(h)
Termination of Repurchase Options . The provisions of this Section 3
shall terminate with respect
to all Executive Units upon the first to occur of (i) the consummation of an IPO or (ii) the consummation of a Sale of the
Company, except if, following such event, Executive's employment with the Company or any of its Subsidiaries or the
services Executive provides (including service as a Manager, advisor or consultant as contemplated by and described in
Rule 701) to the Company or any of its Subsidiaries are terminated for Cause or Executive violates any non competition,
non solicitation or confidentiality covenants in favor of the Company or its Subsidiaries (or any new parent entity of
CDW or VH Holdings) by which Executive is bound (whether contained in this Agreement or any other agreement),
then the repurchase rights under this Section 3
shall again apply to the repurchase of the Executive Units as if the date of
such event were the Date of Termination for purposes of this Section 3
; provided, however, that no such repurchase may
occur after any transaction that reduces the Institutional Investors' Class A Common Units to less than 10% of the Class
A Common Units acquired as of the date hereof.
4.
Restrictions on Transfer .
(a)
Transfer of Executive Units
. The holders of Executive Units shall not Transfer any interest in any
Executive Units, except pursuant to (i) a Public Sale (following an IPO), (ii) a Sale of the Company or in connection
with a Section 351 Transaction, (iii) the provisions of Section 3 above or (iv) the provisions of Section 4(b) below.
(b)
Certain Permitted Transfers . The restrictions set forth in this Section 4
shall not apply with respect
to any Transfer of Vested Units made (i) in the event of the death of such holder of Executive Units, by will or pursuant
to applicable laws of descent and distribution, (ii) to such Person's legal guardian (in case of any mental incapacity) or
(iii) among such Person's Family Group (each such Transfer, a " Permitted Transfer
"); provided that the restrictions
contained in this Agreement will continue to be applicable to the Executive Units after any Transfer pursuant to
Section
4(b)
. At least 15 days prior (other than in the case of Transfers pursuant clauses (i) or (ii) above, in which case as
promptly as practical following such Transfer) to the Transfer of Executive Units pursuant to this Section 4(b)
, the
Transferee(s) will deliver a written notice to the Company, which notice shall disclose in reasonable detail the identity of
such Transferee. Any Transferee of Executive Units pursuant to a Transfer in accordance with the provisions of this
Section 4(b) is herein referred to as a " Permitted Transferee ." Notwithstanding the foregoing, (A) no party hereto
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