CDW 2012 Annual Report Download - page 182

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 or other media available to the
general public, other than as a result of any act or omission by Executive or (b) is required to be disclosed by any law,
regulation or order of any court or regulatory commission, department or agency, provided that Executive gives prompt
notice of such requirement to the Company to enable the Company to seek an appropriate protective order. Promptly
following
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