CDW 2012 Annual Report Download - page 181

holder of Company Units shall take all necessary or desirable actions in connection with the distribution of the aggregate
consideration from such Sale of the Company as requested by the Board.
(e)
Each holder of Executive Units shall bear such holder's pro rata share (based upon the aggregate
consideration received by each holder of Company Units in such sale) of the expenses incurred in connection with a Sale
of the Company (whether under this Section 6
or otherwise) to the extent such expenses are incurred for the benefit of all
holders of Company Units and are not otherwise paid by the Company or the acquiring party. For purposes of this
Section 6(e)
, expenses incurred in exercising reasonable efforts to take all necessary actions in connection with the
consummation of the Sale of the Company shall be deemed to be for the benefit of all holders of Company Units.
Expenses incurred by any holder of Company Units on such holder of Company Units' own behalf shall not be
considered expenses of the transaction and shall be the responsibility of such holder of Company Units.
(f)
The provisions of this Section 6 shall terminate upon the consummation of an IPO.
7.
Noncompete, Nonsolicitation and Confidentiality
. 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
twelve 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 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
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