CDW 2014 Annual Report Download - page 138

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portion of the Award that does not become vested shall be forfeited and transferred to the Company (or its assignee or nominee).
(b)
Vesting of Award Not Assumed . In the event of a Change in Control prior to the end of the Performance
Period pursuant to which the Award is not effectively assumed or continued by the surviving or acquiring corporation in such
Change in Control (as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in
each case, that preserve the value of the shares subject to the Award and other material terms and conditions of the outstanding
Award as in effect immediately prior to the Change in Control), the Award shall vest as of the date of the Change in Control, based
on the performance level determined in accordance with Section 3.3(a) . 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).
(c)
Vesting of Award Assumed . In the event of a Change in Control prior to the end of the Performance Period
pursuant to which the Award is effectively assumed or continued by the surviving or acquiring corporation in such Change in
Control (as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in each case,
that preserve the value of the shares subject to the Award and other material terms and conditions of the outstanding Award as in
effect immediately prior to the Change in Control) and (i) the Holder remains continuously employed through the end of the
Performance Period, (ii) the Company terminates the Holder’s employment without Cause or the Holder resigns for Good Reason
within 24 months following such Change in Control and the Holder executes and does not revoke a waiver and release of claims in
the form prescribed by the Company within 60 days after the date of such termination or (iii) the Holder’s employment terminates
due to death, Disability or Retirement following such Change in Control, in any such case, the Award shall vest based on the
performance level determined in accordance with Section 3.3(a ) hereof as of the end of the Performance Period or, if earlier, the
Holder’
s termination of employment; provided that to the extent that any Required Tax Payments are due prior to such vesting date,
the Company shall withhold whole shares of Stock from the number of shares subject to the Award having an aggregate Fair
Market Value, determined as of the date on which such withholding obligation arises, equal to the Required Tax Payments, in
accordance with Section 6.1 . In the case of a termination pursuant to clause (ii) of this Section 3.3(c) (termination without Cause
or resignation for Good Reason), the Award shall vest in full, and in the case of a termination pursuant to clause (iii) of this Section
3.3(c) (death, Disability or Retirement), the Award shall be prorated in accordance with, and subject to the terms of, Section 3.2(a)
.
If, following a Change in Control, the Holder experiences a termination of employment other than as set forth in this Section 3.3
(c) , the Award shall be immediately forfeited by the Holder and cancelled by the Company. 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).
3.4.
Definitions .
(a)
Cause . For purposes of this Award, “ Cause ” shall mean one or more of the following: (A) Holder’s refusal
(after written notice and reasonable opportunity to cure) to perform duties properly assigned which are consistent with the scope
and nature of Holder's position; (B) Holder’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; (C) Holder’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 Holder at the direct or
indirect expense of the Company or any of its Subsidiaries; (D) Holder’s conviction of, or plea of guilty or nolo contendere to, a
felony; (E) Holder’s material violation of
3