CDW 2012 Annual Report Download - page 184

“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.
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 any written employment agreement between
Executive and the Company or any of its Subsidiaries or, in the absence of any such written employment agreement,
shall mean one or more of the following: (i) Executive's refusal (after written notice and reasonable opportunity to cure)
to perform duties properly assigned which are consistent with the scope and nature of Executive's position, or (ii)
Executive's commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of
the Company or any of its Subsidiaries, which act constitutes gross negligence or willful misconduct in the performance
of duties to the Company or any of its Subsidiaries, or (iii) Executive's commission of any theft, fraud, act of dishonesty
or breach of trust resulting in or intended to result in material personal gain or enrichment of Executive at the direct or
indirect expense of the Company or any of its Subsidiaries, or (iv) Executive's conviction of a felony involving moral
turpitude, but specifically excluding any conviction based entirely on vicarious liability, or (v) a material violation by
Executive of any of the Company's or any of its Subsidiaries' written policies or the violation by Executive of any
statutory or common law duty of loyalty to the Company or any of its
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