CDW 2014 Annual Report Download - page 137

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3.
Restriction Period and Vesting .
3.1.
Performance-Based Vesting Conditions . Subject to the remainder of this Section 3 , the Stock shall vest
pursuant to the terms of this Agreement and the Plan based on the achievement of the performance goals set forth in the Award
Notice over the performance period set forth in the Award Notice (the
“ Performance Period ”), provided that that the Holder
remains in continuous employment with the Company through the end of the Performance Period. Attainment of the performance
goals shall be determined and certified by the Committee in writing prior to the vesting of the Award. Any shares of Stock subject
to the portion of the Award that does not become vested due to the failure of the Company to achieve the performance goals at the
maximum levels of performance shall be forfeited and transferred to the Company (or its assignee or nominee).
3.2.
Termination of Employment
(a)
Termination due to Retirement, Death or Disability . If the Holder’s employment with the Company
terminates prior to the end of the Performance Period and prior to a Change in Control by reason of the Holder’s Retirement, death
or a termination by the Company due to Disability, the Performance Period shall continue through the last day thereof and the
Holder shall be entitled to a prorated Award, provided that the Holder has continuously complied with the Restrictive Covenants.
Such prorated Award shall be equal to the number of shares earned at the end of the Performance Period based on the actual
performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of full months
in the Performance Period during which the Holder was employed by the Company and the denominator of which shall equal 36.
Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the vesting of the
Award. Any shares of Stock subject to the portion of the Award that does not become vested shall be forfeited and transferred to the
Company (or its assignee or nominee).
(b)
Termination other than due to Retirement, Death or Disability . If the Holder’s employment with the
Company terminates prior to the end of the Performance Period and prior to a Change in Control by reason of (i) the Company’s
termination of the Holder’s employment for any reason other than death or Disability or (ii) the Holder’s resignation for any reason
other than Retirement, then the Award shall be immediately forfeited by the Holder and cancelled by the Company. The shares of
Stock subject to the Award shall be forfeited and transferred to the Company (or its assignee or nominee).
3.3.
Change in Control .
(a)
Satisfaction of Performance Goals . If a Change in Control occurs prior to the 24-month anniversary of the
first day of the Performance Period, the Performance Period shall end as of the date of the Change in Control and the performance
goals set forth in Section 3.1 shall be deemed to have been satisfied at the target level. If the Change in Control occurs on or after
the 24-month anniversary of the first day of the Performance Period, the Performance Period shall end as of the date of the Change
in Control, and the number of shares of Stock earned pursuant to Section 3.1 shall be based on the projected level of performance
through the end of the Performance Period, as determined by the Committee prior to the date of the Change in Control based on
performance through the date of such determination. If the Change in Control occurs after the date on which the Participant’s
employment is terminated by reason of death, Disability or Retirement, pursuant to Section 3.2(a) , the number of shares earned for
purposes of such section shall be determined as of the date of the Change in Control in accordance with this Section 3.3(a)
and shall
be vested as of the date of such Change in Control. Any shares of Stock subject to the
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