8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2011

CDW CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	333-169258	26-0273989
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 N. Milwaukee Avenue Vernon Hills, Illinois	60061
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 465-6000

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of John A. Edwardson as Chief Executive Officer

On June 30, 2011, CDW Corporation announced that John A. Edwardson, Chief Executive Officer of CDW Corporation, CDW Holdings LLC and CDW LLC (collectively, “CDW”), notified the Board of Directors of CDW Corporation and the Boards of Managers of CDW Holdings LLC and CDW LLC (collectively, the “Board”) of his intention to retire as Chief Executive Officer effective October 1, 2011, consistent with CDW’s succession planning process. Mr. Edwardson will continue to serve as Chairman of the Board.

In connection with Mr. Edwardson’s retirement, the Board has approved the terms of an amended and restated employment agreement (the “Amended Employment Agreement”) with Mr. Edwardson in connection with his continuing service as Chairman of the Board. The Amended Employment Agreement with Mr. Edwardson becomes effective on October 1, 2011 and runs through December 31, 2012. Over the duration of the Amended Employment Agreement, Mr. Edwardson’s base salary will be reduced from its current level as follows:

Period	Base Salary (Per Annum)
10/1/2011 through 3/31/2012	$	825,000
4/1/2012 through 6/30/2012	$	618,750
7/1/2012 through 9/30/2012	$	412,500
10/1/2012 through 12/31/2012	$	206,250

The other significant changes reflected in the Amended Employment Agreement are as follows:

• If Mr. Edwardson’s employment as Chairman of the Board is terminated by CDW without “cause,” by Mr. Edwardson for “good reason,” or due to disability, Mr. Edwardson will receive, in addition to the payments and benefits that he is already entitled to receive under his existing employment agreement, continuation of medical, dental and vision insurance until he becomes eligible for Medicare benefits, and full COBRA rights for his eligible dependents once he becomes eligible for Medicare benefits or, if earlier, upon his death.

• Mr. Edwardson extended the term of his noncompetition covenant through December 31, 2016.

On June 30, 2011, the Board also approved the terms of a Class B Grant Agreement modification letter with Mr. Edwardson. So long as Mr. Edwardson (1) is not terminated for cause or does not resign without good reason before December 31, 2012 or (2) is terminated without cause or resigns with good reason before December 31, 2012, Mr. Edwardson’s modified Class B Common Unit grant agreement provides that his unvested B Units will continue to vest in accordance with the vesting schedule set forth in his grant agreement (through 2014), subject to continuing compliance with certain covenants, even though he will cease to perform services for, or be employed by, CDW as of December 31, 2012.

Copies of Mr. Edwardson’s Amended Employment Agreement and Class B Grant Agreement modification letter are attached hereto, respectively, as Exhibits 10.1 and 10.2 and are incorporated herein by reference. The foregoing descriptions of the material terms of the Amended Employment Agreement and Class B Grant Agreement modification letter do not purport to be complete and are qualified by reference to such exhibits.

Appointment of Thomas E. Richards as Chief Executive Officer

On June 30, 2011, the Board elected Thomas E. Richards to succeed Mr. Edwardson as CDW’s Chief Executive Officer effective October 1, 2011. Mr. Richards, 56, currently serves as CDW’s President and Chief Operating Officer. Mr. Richards joined CDW in September 2009, and is currently responsible for sales, services, product and partner management, marketing and e commerce. Prior to joining CDW, Mr. Richards held leadership

positions with Qwest Communications, a telecommunications carrier. From 2008 to 2009, he served as Executive Vice President and Chief Operating Officer, where he was responsible for the day-to-day operation and performance of Qwest Communications, and before assuming that role, was the Executive Vice President of the Business Markets Group from 2005 to 2008. Mr. Richards has also served as Chairman and Chief Executive Officer of Clear Communications Corporation and as Executive Vice President of Ameritech Corporation. Mr. Richards is a graduate of the University of Pittsburgh where he earned a bachelor’s degree and a graduate of Massachusetts Institute of Technology where he earned a Master of Science in Management as a Sloan Fellow.

On June 30, 2011, the Board also approved the terms of an amended and restated compensation protection agreement with Mr. Richards, which will become effective October 1, 2011 (the “Amended Compensation Protection Agreement”). The significant change reflected in the Amended Compensation Protection Agreement is an increase in Mr. Richards’ annual base salary from $700,000 to $775,000 for the period from October 1, 2011 through December 31, 2012. Mr. Richards’ annual bonus target will remain 150% of his base salary through December 31, 2012. Thereafter, Mr. Richards’ base salary and annual bonus target will be reviewed annually by the Board or the Board’s Compensation Committee.

A copy of the Amended Compensation Protection Agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference. The foregoing description of the material terms of the Amended Compensation Protection Agreement does not purport to be complete and is qualified by reference to such exhibit.

Item 7.01. Regulation FD Disclosure.

On June 30, 2011, CDW issued a press release announcing the retirement of Mr. Edwardson as Chief Executive Officer effective October 1, 2011 and the election of Mr. Richards as Chief Executive Officer effective October 1, 2011. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the press release attached hereto as Exhibit 99.1 announcing Mr. Edwardson’s retirement and Mr. Richards’ appointment, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement, dated as of June 30, 2011, by and between CDW LLC and John A. Edwardson.
10.2	Class B Grant Agreement Modification Letter, dated as of June 30, 2011, by and among, CDW Holdings LLC, John A. Edwardson, Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P., Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P.
10.3	Amended and Restated Compensation Protection Agreement, dated as of June 30, 2011, by and between CDW LLC and Thomas E. Richards.
99.1	Press release dated as of June 30, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CDW CORPORATION
Date:     July 1, 2011	By:	/s/ Ann E. Ziegler
		Ann E. Ziegler
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement, dated as of June 30, 2011, by and between CDW LLC and John A. Edwardson.
10.2	Class B Grant Agreement Modification Letter, dated as of June 30, 2011, by and among, CDW Holdings LLC, John A. Edwardson, Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P., Providence Equity Partners VI, L.P. and Providence Equity Partners VI-A, L.P.
10.3	Amended and Restated Compensation Protection Agreement, dated as of June 30, 2011, by and between CDW LLC and Thomas E. Richards.
99.1	Press release dated as of June 30, 2011.

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN THE COMPANY

AND JOHN A. EDWARDSON

This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of June 30, 2011 between CDW LLC, an Illinois limited liability company (the “Company”), and John A. Edwardson (“Chairman”), and shall become effective on October 1, 2011 as set forth herein.

WHEREAS, the Company and the Chairman entered into that certain Employment Agreement dated as of October 12, 2007 and amended as of January 1, 2009 (the “Previous Employment Agreement”), which agreement replaced and superseded in all respects the Employment Agreement by and between the Company and the Chairman dated as of January 28, 2001 (the “Pre-Merger Employment Agreement”) and that certain Transitional Compensation Agreement by and between the Company and Chairman dated as of January 28, 2001 (jointly with the Pre-Merger Employment Agreement, the “Pre-Merger Agreements”);

WHEREAS, the Company is in the process of transitioning the role of Chief Executive Officer from Chairman to the Company’s current Chief Operating Officer, Thomas Richards (“Richards”);

WHEREAS, the Company, Chairman and Richards have determined that the transition shall become effective on October 1, 2011, at which time Richards will become the Chief Executive Officer of the Company and the Chairman shall step down as Chief Executive Officer and continue in the role of Chairman of the Board of Directors of the Company;

WHEREAS, the Company desires to have Chairman continue to assist the Company and Richards in a number of different areas following the transition on October 1, 2011; and

WHEREAS, the Company and the Chairman desire to amend and restate in its entirety the Previous Employment Agreement to reflect the terms of Chairman’s continued services and role with the Company for the fifteen month period following the effective date of the transition.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Company and the Chairman hereby agree as follows:

1. Employment. The Company hereby agrees to employ the Chairman and the Chairman hereby agrees to be employed by the Company upon the terms and subject to the conditions contained in this Agreement. This Agreement and the term of employment of the Chairman by the Company pursuant to this Agreement shall be effective and commence automatically on October 1, 2011 (the “Effective Date”) without further action by the Company or Chairman and, unless earlier terminated pursuant to Section 4 hereof, shall end on December 31, 2012 (the “Employment Period”); provided, however, in the event the Previous Employment Agreement is terminated for any reason pursuant to its terms prior to the Effective Date, this Agreement shall be null and void and shall not become effective. For the avoidance of doubt, prior to the Effective Date the Previous Employment Agreement shall remain in full force and effect and continue to govern the rights and obligations of Chairman and the Company.

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2. Position and Duties; Responsibilities.

(a) Position and Duties. The Company shall employ the Chairman during the Employment Period as its Chairman of the Board of Directors of CDW Holdings LLC, a Delaware limited liability company and ultimate parent of the Company (“CDW Holdings”), and of the Company, and shall serve as its Chairman in each case during the Employment Period. In addition to serving as the Chairman of the Board of Directors, the Chairman shall assist the Company and Richards with various projects during the Employment Period as contemplated by Exhibit A attached hereto and shall generally assist the Company and Richards with the transition of the position of Chief Executive Officer to Richards. During the Employment Period, the Chairman shall perform faithfully and loyally and to the best of the Chairman’s abilities the duties assigned to the Chairman hereunder and shall devote the required business time, attention and effort to the affairs of the Company and its subsidiaries to perform the duties assigned to Chairman hereunder and shall use the Chairman’s reasonable best efforts to promote the interests of the Company and its subsidiaries. The Chairman may engage in charitable, civic or community activities, manage his personal investments, continue to serve as a director of Fedex Corporation and may serve as a director of any other business corporation; provided that such activities or service do not materially interfere with the Chairman’s duties hereunder or violate the terms of any of the covenants contained in Section 7, 8 or 9 hereof.

3. Compensation.

(a) Base Salary. During the Employment Period, the base salary in effect from time to time payable to the Chairman shall be as follows:

(i) for the period beginning on the Effective Date and continuing through March 31, 2012 - $825,000 per annum;

(ii) for the period from April 1, 2012 through June 30, 2012 - $618,750 per annum;

(iii) for the period from July 1, 2012 through September 30, 2012 - $412,500 per annum; and

(iv) for the period October 1, 2012 through December 31, 2012 - $206,250 per annum.

The base salary shall be payable in accordance with the Company’s standard payroll practices for its executives. The Chairman’s annual base salary in effect from time to time under this Section 3(a) is hereinafter referred to as “Base Salary.”

(b) Annual Incentive Bonus. During the Employment Period, the Chairman shall be entitled to participate in the Company’s Senior Management Incentive Plan or such other cash bonus plan as may be approved by the Compensation Committee of the Board following the date hereof (the “Incentive Plan”) in accordance with the terms of such plan. The target incentive bonus opportunity (the “Bonus Target”) for the Chairman under the Incentive Plan shall be $1,300,000 for the fiscal year ended December 31, 2011 and shall be $812,500 for the fiscal year ended December 31, 2012. The actual incentive bonus payable for 2011 and for 2012 shall be based upon objective criteria established and approved by the Compensation Committee of the Board. At the end of each fiscal year, the Chairman shall be entitled to receive any earned but unpaid portion of the Bonus Target, which shall be payable during the fiscal year that begins immediately following the fiscal year for which the bonus was earned or at such time as otherwise may be provided under the Incentive Plan.

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(c) Other Benefits. During the Employment Period, the Chairman shall be entitled to participate in the Company’s employee benefit plans generally available to senior executives of the Company (such benefits being hereinafter referred to as the “Employee Benefits”). The Chairman shall be entitled to take time off for vacation or illness in accordance with the Company’s policies and to receive all fringe benefits and perquisites as are from time to time made generally available to senior executives of the Company.

(d) Expense Reimbursement. The Company shall reimburse the Chairman, in accordance with the Company’s policies and procedures, for all proper expenses incurred by the Chairman during the Employment Period in the performance of the Chairman’s duties hereunder. The Company shall pay the reasonable legal fees and expenses incurred by the Chairman in connection with the negotiation and preparation of this Agreement in an amount not to exceed $25,000.

4. Termination.

(a) Death. Upon the death of the Chairman, the Employment Period shall end immediately, and all rights of the Chairman and the Chairman’s heirs, executors and administrators to compensation and other benefits under this Agreement shall also cease immediately, except that the Chairman’s heirs, executors or administrators, as the case may be, shall be entitled to:

(i) accrued Base Salary through and including the Chairman’s date of death;

(ii) the amount of any bonus earned and payable but not yet paid for the fiscal year prior to the year in which the Chairman’s termination of employment occurs;

(iii) any earned but unpaid portion of the Bonus Target determined, as of the last day of the fiscal year in which the Chairman’s death occurs, under the Incentive Plan or any predecessor or successor plan for the fiscal year in which the Chairman’s termination of employment occurs, prorated from the first day in such fiscal year through and including the Chairman’s date of death; and

(iv) other Employee Benefits to which the Chairman was entitled on the date of death in accordance with the terms of the plans and programs of the Company.

(b) Disability. The Company may, at its option, terminate the Chairman’s employment upon written notice to the Chairman if the Chairman, because of physical or mental incapacity or disability, fails to perform the essential functions of the Chairman’s position, with or without reasonable accommodation, required of the Chairman hereunder for a continuous period of 120 days or any 180 days within any 12-month period. Upon such termination, the Employment Period shall end immediately, and the Chairman’s entitlement to compensation and benefits shall also cease immediately, except that the Chairman shall be entitled to:

(i) accrued Base Salary through and including the effective date of the Chairman’s termination of employment;

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(ii) the amount of any bonus earned and payable but not yet paid for the fiscal year prior to the year in which the Chairman’s termination of employment occurs;

(iii) any earned but unpaid portion of the Bonus Target determined, as if the last day of the fiscal year in which the Chairman’s termination occurs, under the Incentive Plan or any predecessor or successor plan for the fiscal year in which the Chairman’s termination of employment occurs, prorated from the first day in such fiscal year through and including the Chairman’s date of termination;

(iv) other Employee Benefits to which the Chairman is entitled upon termination of employment in accordance with the terms of the plans and programs of the Company; and

(v) continued coverage under the Company’s medical, dental and vision plans for the Chairman and his eligible dependents at active employee rates until the Chairman becomes eligible for Medicare benefits, and with full COBRA rights (at full COBRA rates) arising for the Chairman’s eligible dependents once the Chairman becomes eligible for Medicare benefits (or upon the Chairman’s death, if earlier).

In the event of any dispute regarding the existence of the Chairman’s incapacity or disability hereunder, the matter shall be resolved by the determination of a physician selected by the Board and reasonably acceptable to the Chairman. The Chairman shall submit to appropriate medical examinations for purposes of such determination and shall consent to the disclosure to the Board of all results of such examinations.

(c) Cause.

(i) The Company may, at its option, terminate the Chairman’s employment under this Agreement for Cause (as hereinafter defined) upon written notice to the Chairman (the “Cause Notice”). The Cause Notice shall state the particular action(s) or inaction(s) giving rise to termination for Cause. No action(s) or inaction(s) will constitute Cause unless (1) a resolution finding that Cause exists has been approved by a majority of all of the members of the Board (excluding Chairman) at a meeting at which the Chairman is allowed to appear before the Board (but not in his capacity as a member of the Board) with his legal counsel and (2) where remedial action is feasible, the Chairman fails to remedy the action(s) or inaction(s) within 10 days after receiving the Cause Notice. If the Chairman so effects a cure to the satisfaction of the Board, the Cause Notice shall be deemed rescinded and of no force or effect.

(ii) As used in this Agreement, the term “Cause” shall mean any one or more of the following:

(A) any willful refusal by the Chairman to follow lawful directives of the Board which are consistent with the scope and nature of the Chairman’s duties and responsibilities as set forth herein;

(B) the Chairman’s conviction of, or plea of guilty or nolo contendere to, a felony or of any crime involving moral turpitude, fraud or embezzlement;

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(C) any gross negligence or willful misconduct of the Chairman resulting in a material loss to the Company or any of its subsidiaries, or material damage to the reputation of the Company or any of its subsidiaries;

(D) any material breach by the Chairman of any one or more of the covenants contained in Section 7, 8 or 9 hereof; or

(E) any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries.

(iii) The exercise of the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall not abrogate the rights or remedies of the Company in respect of the breach giving rise to such termination.

(iv) If the Company terminates the Chairman’s employment for Cause, the Employment Period shall end immediately upon Cause being established under this Agreement, and the Chairman’s entitlement to compensation and benefits shall cease immediately as of such termination, except that the Chairman shall be entitled to the payments and benefits specified in Sections 4(b)(i), 4(b)(ii) and 4(b)(iv) hereof.

(d) Termination Without Cause. The Company may, at its option, terminate the Chairman’s employment under this Agreement upon written notice to the Chairman without Cause (other than for a reason set forth in Section 4(b)). Any such termination shall be authorized by the Board. If the Company terminates the Chairman’s employment without Cause, the Employment Period shall end immediately, and the Chairman’s entitlement to compensation and benefits shall also cease immediately, except that the Chairman shall be entitled to:

(i) the payments and benefits specified in Sections 4(b)(i) through 4(b)(v) hereof, inclusive; and

(ii) a lump sum cash payment equal to the product of (x) two, and (y) the sum of the Base Salary and the Prior Bonus (as defined below).

As used in this Agreement, the term “Prior Bonus” shall mean the average of the annual incentive bonus earned under the Incentive Plan or any comparable bonus earned under any predecessor or successor plan (including any bonus earned and payable but not yet paid) for the last three full fiscal years.

(e) Voluntary Termination.

Upon 60 days prior written notice to the Company (or such shorter period as may be permitted by the Board), the Chairman may voluntarily terminate his employment with the Company other than with Good Reason. If the Chairman voluntarily terminates his employment pursuant to this Section 4(e), the Employment Period shall cease immediately and Chairman’s entitlement to compensation and benefits shall also cease immediately, except that the Chairman shall be entitled to the payments and benefits specified in Sections 4(b)(i), 4(b)(ii) and 4(b)(iv) hereof.

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(f) Retirement.

Upon the Chairman’s retirement following the last day of the Employment Period, the Chairman’s entitlement to compensation and benefits shall cease immediately, except that the Chairman shall be entitled to the payments and benefits specified in Sections 4(b)(i), 4(b)(ii), 4(b)(iv) and 4(b)(v) hereof. In addition, the Chairman shall be entitled to an incentive bonus under the Incentive Plan for the fiscal year ended December 31, 2012 based on actual performance, payable when the incentive bonuses for the fiscal year ended December 31, 2012 under the Incentive Plan are paid to senior executives of the Company.

(g) Termination for Good Reason.

(i) The Chairman may voluntarily terminate his employment with Good Reason (as hereinafter defined) upon written notice to the Board within 60 days after the occurrence of any event constituting or giving rise to Good Reason (the “Good Reason Notice”). The Good Reason Notice shall state the particular action(s) or inaction(s) giving rise to Good Reason. No action(s) or inaction(s) will constitute Good Reason unless, where remedial action is feasible, the Company fails to remedy the action(s) or inaction(s) within 10 days after receiving the Good Reason Notice. If the Company so effects a cure to the satisfaction of the Chairman, the Good Reason Notice shall be deemed rescinded and of no force or effect. If the Chairman voluntarily terminates the Chairman’s employment in accordance with the provisions of this Section 4(g), the Employment Period shall cease immediately and Chairman’s entitlement to compensation and benefits shall also cease immediately, except that the Chairman shall be entitled to:

(A) the payments and benefits specified in Sections 4(b)(i) through 4(b)(v) hereof, inclusive; and

(B) a lump sum cash payment equal to the product of (x) two, and (y) the sum of the Base Salary and the Prior Bonus.

(ii) As used in this Agreement, the term “Good Reason” shall mean during the Employment Period, without the written consent of the Chairman, any one or more of the following:

(A) the assignment to the Chairman of any duties materially inconsistent in any respect with the Chairman’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement;

(B) any failure by the Company to comply with the provisions of Section 3 hereof;

(C) any requirement by the Company that the Chairman’s principal office be located more than 50 miles outside of the greater Chicago metropolitan area; or

(D) any other material breach by the Company of this Agreement.

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The parties agree that Chairman’s change in duties as described in this Agreement in connection with the appointment of Thomas Richards as Chief Executive Officer of the Company shall not give rise to Good Reason under Section 4(g) hereof.

5. Certain Additional Payments. The Company agrees that:

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Chairman (but determined without regard to any additional payments required under this Section 5) (a “Payment”), either (x) attributable to the acceleration of Chairman’s stock options, restricted stock and other equity and long-term incentive awards in connection with the merger of VH MergerSub, Inc., an Illinois corporation (“MergerSub”), with and into the Company, pursuant to the terms of the Agreement and Plan of Merger dated as of May 29, 2007 among the Company, MergerSub and Holdings, or (y) in connection with the first transaction resulting in a change in control of a successor corporation of CDW Holdings or of Holdings or the Company following an initial public offering of shares of common stock of a successor corporation of CDW Holdings or of Holdings or the Company, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or if any interest or penalties are incurred by the Chairman with respect to such excise tax (such excise tax, together with any such interest and penalties, being, hereinafter collectively referred to as the “Excise Tax”), then the Chairman shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that, after payment by the Chairman of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Chairman retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. Notwithstanding the foregoing provisions of this Section 5(a), if it shall be determined that the Chairman is entitled to a Gross-Up Payment, but that the Chairman, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $100,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Chairman resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Chairman and the Payments, in the aggregate, shall be reduced to the Reduced Amount. Any such Gross-Up Payment shall be made promptly after it is determined such Gross-Up Payment is required, but in any event by the end of Chairman’s taxable year next following the Chairman’s taxable year in which the Chairman remits the related Excise Tax.

(b) Subject to the provisions of Section 5(c) below, all determinations required to be made under this Section 5, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the accounting firm which is then serving as the auditors for the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Chairman within fifteen (15) business days of the receipt of notice from the Chairman that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the

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Chairman shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by the Company to the Chairman within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Chairman, it shall furnish the Chairman with a written opinion that failure to report the Excise Tax on the Chairman’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any good faith determination by the Accounting Firm shall be binding upon the Company and the Chairman. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made pursuant to this Section 5 (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(c), below, and the Chairman thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Chairman.

(c) The Chairman shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than fifteen (15) business days after the Chairman is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Chairman shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which Chairman gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Chairman in writing prior to the expiration of such period that it desires to contest such claim, the Chairman shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) Permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Chairman harmless, on an after-tax basis, for all taxes (including interest and penalties with respect thereto), including without limitation any Excise Tax and income tax (including interest and penalties with respect thereto), imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this paragraph (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option,

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may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Chairman to pay the tax claimed and sue for a refund or contest the claim in any permissible manner; and the Chairman agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Chairman to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Chairman on an interest-free basis and shall indemnify and hold the Chairman harmless, on an after-tax basis, for all taxes (including interest and penalties with respect thereto), including without limitation any Excise Tax and income tax (including interest or penalties with respect thereto), imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Chairman with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Chairman shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Chairman of an amount advanced by the Company pursuant to Section 5(c) above, the Chairman becomes entitled to receive any refund with respect to such claim, the Chairman shall (subject to the Company’s complying with the requirements of Section 5(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon, after taxes applicable thereto). If, after the receipt by the Chairman of an amount advanced by the Company pursuant to Section 5(c), a determination is made that the Chairman shall not be entitled to any refund with respect to such claim and the Company does not notify the Chairman in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid; and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid pursuant to this Section 5.

6. Federal and State Withholding. The Company shall deduct from the amounts payable to the Chairman pursuant to this Agreement the amount of all required federal, state and local withholding taxes in accordance with the Chairman’s Form W-4 on file with the Company, and all applicable employment taxes.

7. Noncompetition; Nonsolicitation.

(a) General. The Chairman acknowledges that in the course of the Chairman’s employment with or provision of services (including service as a manager, director, advisor or consultant) to the Company and its subsidiaries the Chairman has and will become familiar with trade secrets and other confidential information concerning the Company and its subsidiaries and that the Chairman’s services will be of special, unique and extraordinary value to the Company and its subsidiaries.

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(b) Noncompetition. The Chairman agrees that during the period of the Chairman’s employment with or service to the Company or any of its subsidiaries and continuing until December 31, 2016 (the “Noncompetition Period”), the Chairman shall not in any manner, directly or indirectly, through any person, firm, corporation or other enterprise, alone or as a member of a partnership or other organization or as an officer, director, stockholder, investor, manager or employee of or consultant to any firm, corporation or other enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or other enterprise in engaging or being engaged, in any business, in which the Chairman was involved or had knowledge, being conducted by, or being planned by, the Company or any of its subsidiaries as of the termination of the Chairman’s employment with or service to the Company or any of its subsidiaries in any geographic area in which the Company or any of its subsidiaries is then conducting such business.

(c) Nonsolicitation. The Chairman further agrees that during the Noncompetition Period the Chairman shall not (i) in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or any of its subsidiaries to terminate or abandon his or her employment for any purpose whatsoever or (ii) in connection with any business to which Section 7(b) applies, call on, service, solicit or otherwise do business with any customer of the Company or any of its subsidiaries.

(d) Exceptions. Nothing in this Section 7 shall prohibit the Chairman 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 the Chairman has no active participation in the business of such corporation.

(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.

8. Confidentiality. The Chairman shall not, at any time during the Employment Period or thereafter, 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 affiliates or (ii) other technical, business, proprietary or financial information of the Company or of any of its subsidiaries or affiliates not available to the public generally or to the competitors of the Company or to the competitors of any of its subsidiaries or affiliates (“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 of the Chairman, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that the Chairman gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order, or (c) is required to be used or disclosed by the Chairman to perform properly the Chairman’s duties under this Agreement. Promptly following the termination of the Chairman’s employment with or service to the Company or any of its subsidiaries, the Chairman shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which the Chairman may then possess or have under the Chairman’s control (together with all copies thereof).

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9. Intellectual Property. The Chairman shall not, at any time, have or claim any right, title or interest in any trade name, patent, trademark, copyright, trade secret, intellectual property, methodologies, technologies, procedures, concepts, ideas or other similar rights (collectively, “Intellectual Property”) belonging to the Company or any of its subsidiaries or affiliates and shall not have or claim any right, title or interest in or to any material or matter of any kind prepared for or used in connection with the business or promotion of the Company or any of its subsidiaries or affiliates, whether produced, prepared or published in whole or in part by the Chairman or by the Company or any of its subsidiaries or affiliates. All Intellectual Property that is conceived, devised, made, developed or perfected by the Chairman, alone or with others, during the Chairman’s employment with or service to the Company or any of its subsidiaries that is related in any way to the Company’s or any of its subsidiaries’ or affiliates’ business or is devised, made, developed or perfected utilizing equipment or facilities of the Company or its subsidiaries or affiliates shall be promptly disclosed to the Board, are works for hire and become the sole, absolute and exclusive property of the Company. If and to the extent that any of such Intellectual Property should be determined for any reason not to be a work for hire, the Chairman hereby assigns to the Company all of the Chairman’s right, title and interest in and to such Intellectual Property. At the reasonable request and expense of the Company but without charge to the Company, whether during or at any time after the Chairman’s employment with or service to the Company of any of its subsidiaries, the Chairman shall cooperate fully with the Company and its affiliates in the securing of any trade name, patent, trademark, copyright or intellectual property protection or other similar rights in the United States and in foreign countries, including without limitation, the execution and delivery of assignments, patent applications and other documents or papers. In accordance with the Illinois Employee Patent Act, 765 ILCS 1060, the Chairman is hereby notified by the Company, and understands, that the foregoing provisions do not apply to an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on the Chairman’s own time, unless (i) the invention relates (A) to the business of the Company or (B) to the Company’s actual or demonstrably anticipated research and development, or (ii) the invention results from any work performed by the Chairman for the Company.

10. Enforcement. The parties hereto agree that the Company and its subsidiaries and affiliates would be damaged irreparably in the event that any provision of Section 7, 8 or 9 of this Agreement were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to seek an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Chairman agrees that the Chairman will submit to the personal jurisdiction of the courts of the State of Illinois in any action by the Company to enforce an arbitration award against the Chairman or to obtain interim injunctive or other relief pending an arbitration decision.

11. Representations. The Chairman represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Chairman does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Chairman is a party or by which the Chairman is bound, (b) the Chairman is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would interfere with the execution,

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delivery or performance of this Agreement by the Chairman, and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Chairman, enforceable in accordance with its terms.

12. Survival. This Agreement (other than Sections 1, 2 and 3 of this Agreement) shall survive and continue in full force and effect in accordance with its terms, notwithstanding any termination of the Employment Period.

13. Arbitration. Except as otherwise set forth in Section 10 hereof, any dispute or controversy between the Company and the Chairman, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by arbitration in Chicago, Illinois administered by the American Arbitration Association, with any such dispute or controversy arising under this Agreement being so administered in accordance with its Commercial Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Chairman. The Company and the Chairman acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The Company shall pay the costs of any arbitrator appointed hereunder. Anything in this Agreement or any other agreement to the contrary notwithstanding, from the Effective Date through the end of the applicable statute of limitations period, in the event Chairman prevails on the material issues involved in any contest brought by the Company, Chairman or others regarding the validity or enforceability of, or any liability under, Section 5(a)(x) hereof, the Company shall reimburse Chairman for all legal fees and expenses which Chairman incurs in connection with such contest, plus interest on any delayed payment of such fees and expenses at the then applicable federal rate as published by the Internal Revenue Service pursuant to Code Section 1274(d).

14. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered personally or by overnight courier to the following address of the other party hereto (or such other address for such party as shall be specified by notice given pursuant to this Section 14) or (b) sent by facsimile, with the confirmatory copy delivered by overnight courier to the address of such party pursuant to this Section 14:

If to the Company, to:

CDW Corporation

200 North Milwaukee Avenue

Vernon Hills, IL 60061

Attention: Chief Financial Officer

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with a copy to:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

Attention: Michael D. Paley, P.C.

If to the Chairman, to the last known mailing address for the Chairman contained in the records of the Company, with a copy to:

Vedder Price P.C.

222 North LaSalle Street

Suite 2600

Chicago, Illinois 60601

Attention: Robert J. Stucker, Esq.

15. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

16. Entire Agreement; Termination of Previous Agreements. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof or thereof, including without limitation the Previous Employment Agreement and the Pre-Merger Agreements; provided, however, that the equity agreements between the Company or any of its affiliates and the Chairman or the Edwardson Family Foundation entered into as of October 12, 2007 and March 10, 2010, as modified by the letter agreement regarding Class B Executive Unit Purchase Agreements dated of even date herewith, shall remain in full force and effect. As of the Effective Date, the Previous Employment Agreement shall be void and have no legal effect and neither the Company nor the Chairman shall have any further liability or obligation thereunder (other than with respect to any breach thereof prior to the Effective Date).

17. No Mitigation. In no event shall the Chairman be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Chairman under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Chairman obtains other employment.

18. Successors and Assigns. This Agreement shall be enforceable by the Chairman and the Chairman’s heirs, executors, administrators and legal representatives, and by the Company and its successors and assigns.

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19. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to principles of conflict of laws.

20. Amendment and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Chairman, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

21. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.

22. Indemnification. The Chairman shall be indemnified and held harmless for all acts and omissions in connection with the performance of his duties at all times during his employment with the Company (including, without limitation, during his employment under the Previous Employment Agreement and the Pre-Merger Agreements), to the maximum extent provided under the Company’s charter, by-laws and applicable law as in effect from time to time and in accordance with the terms thereof. The Chairman shall be insured to the same extent that any policy of directors and officers liability insurance insures members of the board of directors of the Company or Holdings, including coverage for periods after termination of Chairman’s employment and service as a member of the board of directors of the Company and Holdings to the extent such coverage is generally provided under the Company’s directors and officers liability insurance policy to other directors whose service on such boards has terminated.

23. Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to the Chairman pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation Section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation Section 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Chairman to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Chairman shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to the Chairman’s “termination of employment,” such term shall be deemed to refer to the Chairman’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision of this Agreement, if the Chairman is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Chairman’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Chairman’s separation from service, and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Chairman’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of the Chairman’s death. Any reimbursement or advancement payable to the Chairman pursuant to this Agreement shall be conditioned on the submission by the Chairman of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Chairman promptly following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which

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the Chairman incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for any reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

*        *        *         *        *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CDW LLC
By:	/s/ Christine A. Leahy
	Name:	Christine A. Leahy
	Title:	Senior Vice President, General Counsel and Corporate Secretary
/s/ John A. Edwardson
John A. Edwardson

Signature Page to Amended and Restated Edwardson Employment Agreement

EX-10.2

Exhibit 10.2

  One CDW Way 200 N. Milwaukee Avenue Vernon Hills, IL 60061   Phone: 847.465.6000 Fax: 847.465.6800 Toll-free: 800.800.4239   CDW.com

June 30, 2011

John Edwardson

200 N. Milwaukee Ave.

Vernon Hills, IL 60061

RE: Class B Executive Unit Purchase Agreements

Dear John:

We refer to the (i) Class B Common Unit Grant Agreement between you and CDW Holdings LLC, a Delaware limited liability company (the “Company”), dated as of October 12, 2007 (as modified by that certain letter agreement between you and the Company, and as further amended or modified from time to time, the “First Common Unit Grant Agreement”), and (ii) Class B Common Unit Grant Agreement between you and the Company, dated as of March 10, 2010 (as amended or modified from time to time, the “Second Common Unit Grant Agreement” and collectively with the First Common Unit Grant Agreement, the “Common Unit Grant Agreements”). Capitalized terms used but not defined in this letter have the meanings set forth in the Second Common Unit Grant Agreement.

On the date hereof, you and CDW LLC, a Delaware limited liability company and indirect, wholly-owned subsidiary of the Company (“CDW”) have entered into an Amended and Restated Employment Agreement (the “Amended Employment Agreement”). In connection therewith and in consideration therefore, you and the Company desire to modify certain terms of the Common Unit Grant Agreements, primarily with respect to vesting and repurchase rights, as set forth herein; provided, however, that this letter agreement shall become effective only upon the Effective Date under the Amended Employment Agreement and shall be null and void in the event that the Amended Employment Agreement does not become effective pursuant to its terms.

Notwithstanding anything contained in the Common Unit Grant Agreements to the contrary, so long as you are not terminated by CDW with Cause (as defined in the Amended Employment Agreement) and you do not resign from employment with CDW without Good Reason (as defined in the Amended Employment Agreement) at any time after the date hereof and prior to December 31, 2012, and you otherwise comply with the terms of the Amended Employment Agreement through December 31, 2012, all of your Executive Units which have not yet become Vested Units as of December 31, 2012 shall continue to vest in accordance with the vesting schedule set forth in Section 2(b) of the Common Unit Grant Agreements irrespective of whether you continue to be employed by, or perform services for, CDW or any of its Affiliates after such date. If, prior to December 31, 2012, you are terminated by CDW without Cause or you resign from employment with CDW with Good Reason, all of your Executive Units which have not yet become Vested Units shall continue to vest in accordance with the vesting schedule set forth in Section 2(b) of the Common Unit Grant Agreements irrespective of the fact that you will no longer continue to be employed by, or perform services for, CDW or any of its Affiliates. For the

avoidance of doubt, if your employment terminates under circumstances entitling you to continued vesting of your Executive Units in accordance with this paragraph, your subsequent death or disability will not adversely impact the continued vesting of your Executive Units.

If you comply with the terms of the Amended Employment Agreement through December 31, 2012 and are not terminated by the Company for Cause and do not resign from employment without Good Reason prior to such date, the Company hereby agrees (and by acknowledging this letter, each Institutional Investor further agrees) that the Company (and each Institutional Investor) shall waive the repurchase rights arising under Section 3 of the Common Unit Grant Agreements. Similarly, if prior to December 31, 2012, you are terminated by CDW without Cause or you resign from employment with CDW with Good Reason, the Company hereby agrees (and by acknowledging this letter, each Institutional Investor further agrees) that the Company (and each Institutional Investor) shall waive the repurchase right arising under Section 3 of the Common Unit Grant Agreement; provided, however, that nothing contained herein shall in any way be deemed to be a waiver, modification or amendment of any other provisions or rights contained in the Common Unit Grant Agreements (including without limitation, the forfeiture provisions set forth in Section 2(d)(ii) of the Common Unit Grant Agreements). The Common Unit Grant Agreements, as modified by this letter, shall continue and remain in full force and effect in accordance with their terms.

Sincerely,
CDW HOLDINGS LLC
By:	/s/ Christine A. Leahy
	Name:	Christine A. Leahy
	Title:	Senior Vice President, General Counsel and Corporate Secretary

AGREED AND ACKNOWLEDGED:

/s/ John A. Edwardson

John A. Edwardson

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ACKNOWLEDGED AND AGREED:
MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.
By:	Madison Dearborn Partners V-A&C, L.P.
Its:	General Partner
By:	Madison Dearborn Partners, LLC
Its:	General Partner
By:	/s/ Robin P. Selati
Its:	Managing Director
MADISON DEARBORN CAPITAL PARTNERS V-C, L.P.
By:	Madison Dearborn Partners V-A&C, L.P.
Its:	General Partner
By:	Madison Dearborn Partners, LLC
Its:	General Partner
By:	/s/ Robin P. Selati
Its:	Managing Director
MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A, L.P.
By:	Madison Dearborn Partners V-A&C, L.P.
Its:	General Partner
By:	Madison Dearborn Partners, LLC
Its:	General Partner
By:	/s/ Robin P. Selati
Its:	Managing Director
PROVIDENCE EQUITY PARTNERS VI, L.P.
By:	Providence Equity Partners VI, L.P.
Its:	General Partner
By:	Providence Equity Partners VI LLC
Its:	General Partner
By:	/s/ Glenn M. Creamer
Its:	Managing Director

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PROVIDENCE EQUITY PARTNERS VI-A, L.P.
By:	Providence Equity GP VI L.P.
Its:	General Partner
By:	Providence Equity Partners VI LLC
Its:	General Partner
By:	/s/ Glenn M. Creamer
Its:	Managing Director

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EX-10.3

Exhibit 10.3

EXECUTION COPY

AMENDED AND RESTATED COMPENSATION PROTECTION AGREEMENT

THIS AMENDED AND RESTATED COMPENSATION PROTECTION AGREEMENT (the “Agreement”) is entered into as of June 30, 2011 by and between CDW LLC, an Illinois limited liability company (the “Company”), and Thomas E. Richards (the “Executive”).

WHEREAS, the Company is in the process of transitioning the role of Chief Executive Officer from John A. Edwardson (“Edwardson”) to Executive;

WHEREAS, the Company, Edwardson and Executive have determined that the transition shall become effective on October 1, 2011, at which time Executive will become the acting Chief Executive Officer of the Company;

WHEREAS, the Company and Executive previously entered into that certain Compensation Protection Agreement dated March 10, 2010, as modified by that certain Addendum also entered into on March 10, 2010, both of which were effective as of January 1, 2010 (together, the “Original Compensation Protection Agreement”);

WHEREAS, the Company and Executive now desire to make certain additional changes to the Original Compensation Protection Agreement in connection with the transition of Executive to the role of Chief Executive Officer; and

WHEREAS, to effectuate such changes, the Company and Executive desire to amend and restate the Original Compensation Protection Agreement in its entirety as set forth herein.

For and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a) “Accrued Obligations” means, as of the Date of Termination, the sum of (1) the Executive’s base salary through the Date of Termination to the extent not theretofore paid, (2) the amount of any bonus, annual incentive compensation, deferred compensation and other cash compensation accrued by the Executive as of the Date of Termination to the extent not theretofore paid and (3) any vacation pay, expense reimbursements and other cash entitlements accrued by the Executive as of the Date of Termination to the extent not theretofore paid. For the purpose of this Section 1(a), amounts shall be deemed to accrue ratably over the period during which they are earned, but no discretionary compensation shall be deemed earned or accrued until it is specifically approved by the Board or the Compensation Committee in accordance with the applicable plan, program or policy.

(b) “Affiliate” shall have the meaning set forth in the LLC Agreement.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” shall have the meaning assigned to such term in any written employment agreement between the Executive and the Company or any subsidiary or, in the absence of any such written employment agreement, shall mean one or more of the following: (i) the 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 his/her position, or (ii) the 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) the 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 the Executive at the direct or indirect expense of the Company or any of its subsidiaries, or (iv) the Executive’s conviction of a felony involving moral turpitude, but specifically excluding any conviction based entirely on vicarious liability or (v) a material violation of any restrictive covenant with respect to non-competition (other than a competitive activity that does not violate any such non-competition covenant as set forth in any agreement whereby Executive acquires Class A Common Units of CDW Holdings), non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) by which the Executive is bound under any agreement between the Executive and the Company and its subsidiaries. No act or failure to act will be considered “willful” (x) unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the Company’s outside counsel or independent accountants or at the express direction of the Board.

(e) “CDW Holdings” means CDW Holdings LLC, a Delaware limited liability company.

(f) “Company” means CDW LLC, an Illinois limited liability company, and its successors and assigns; provided, however, that in the event of the consummation of a transaction initiated by the Company involving the formation of a direct or indirect holding company of the Company for any internal legal or business purpose in which the holders of the outstanding voting securities of the Company become the holders of the outstanding voting securities of such holding company in substantially the same proportions, all references to the “Company” herein shall be deemed to be references to the new holding company.

(g) “Compensation Committee” means the Compensation Committee of the Board, or if no such committee has been appointed, the Board.

(h) “Date of Termination” means (1) the date of the Executive’s separation from service, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or (2) if the Executive’s employment by the Company terminates by reason of death, the date of death of the Executive.

(i) intentionally omitted

(j) “Good Reason” shall have the meaning assigned to such term in any written employment agreement between the Executive and the Company or any subsidiary or, in

2

the absence of any such written employment agreement, shall mean, without the written consent of the Executive, any one or more of the following: (i) the Company reduces the amount of the Executive’s base salary or cash bonus opportunity (it being understood that the Board shall have discretion to set the Company’s and the Executive’s personal performance targets to which the cash bonus will be tied), (ii) the Company adversely changes the Executive’s reporting responsibilities, titles or office as in effect as of the date hereof or reduces his/her position, authority, duties, responsibilities or status materially inconsistent with the positions, authority, duties, responsibilities or status the Executive then holds, (iii) any successor to the Company or CDW Holdings in any merger, consolidation or transfer of assets, as described in Section 13, does not expressly assume any material obligation of the Company to the Executive under any agreement or plan pursuant to which the Executive receives benefits or rights, (iv) the Company changes the Executive’s place of work to a location more than fifty (50) miles from the Executive’s present place of work, (v) Executive is not appointed as the Company’s Chief Executive Officer on or prior to December 31, 2011 or (vi) the Company is acquired by an existing, operating business on or prior to December 31, 2011 and the Company continues to operate as a subsidiary or division of such larger business entity.

(k) “LLC Agreement” shall mean the Limited Liability Company Agreement of CDW Holdings, dated as of October 12, 2007, as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, by and among CDW Holdings and its unitholders.

(l) “Noncompetition Agreement” means the Noncompetition Agreement in the form of Exhibit A.

(m) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(n) “Qualifying Termination” means termination of the Executive’s employment (1) by reason of the discharge of the Executive by the Company other than (A) for Cause, (B) the Executive’s death or (C) the Executive’s absence from the Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness, or (2) by reason of the resignation of the Executive for Good Reason within six (6) months after an event constituting Good Reason.

(o) “Severance Period” means the period commencing on the Date of Termination and ending on the second anniversary of the Date of Termination; provided however, that solely in the event of a resignation by the Executive for Good Reason as set forth in subsection (vi) of the definition of Good Reason, “Severance Period” means the period commencing on the Date of Termination and ending on the date that is 3 years after the Date of Termination.

(p) “Termination Year Bonus” means the annual incentive bonus which would have been earned by the Executive under the Company’s Senior Management Incentive Plan or any comparable successor plan if (i) the Executive had remained employed by the

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Company for the full fiscal year in which the Date of Termination occurs or such later date as may be required for the Executive to be entitled to receipt of the bonus and (ii) in the event that a portion of such bonus is based upon the Executive’s satisfaction of personal performance targets, goals and objectives, the Executive had satisfied such personal performance targets, goals and objectives at target.

(q) “CDW Corporation” means CDW Corporation, a Delaware corporation.

2. Position. Effective as of the Effective Date, Executive shall be employed by the Company as its Chief Executive Officer, reporting to the Board. As of the Effective Date, Executive also shall be elected to the Board. This Agreement shall be effective and commence automatically on October 1, 2011 (the “Effective Date”) without further action by the Company or Executive; provided, however, in the event Executive’s employment terminates prior to the Effective Date for any reason, this Agreement shall be null and void and shall not become effective. For the avoidance of doubt, prior to the Effective Date the Original Compensation Protection Agreement shall remain in full force and effect and continue to govern the rights and obligations of Executive and the Company.

3. Base Salary. Beginning as of the Effective Date and continuing through December 31, 2012, Executive’s annual base salary shall be $775,000. Thereafter, Executive’s base salary will be reviewed annually by the Compensation Committee of the Board or the full Board as part of Executive’s annual performance review.

4. Bonus Target. Executive’s annual bonus target under the Company’s Senior Management Incentive Plan (or any successor bonus plan) for the period commencing on the Effective Date and continuing through December 31, 2012 shall be 150% of his annual base salary. Thereafter, Executive’s annual bonus target will be reviewed annually by the Compensation Committee of the Board or the full Board as part of Executive’s annual performance review.

5. Medical Plan Access.

(a) In the event Executive’s employment with the Company terminates for any reason other than a termination by the Company for Cause, each of Executive and Executive’s spouse will have continued access to participate in the Company’s medical plan until such time as an event described in Section 5(b) occurs, with the full cost for such plan access (currently equivalent to the applicable COBRA premiums, but subject to change), including any applicable taxes, to be paid by Executive. The additional medical plan access described herein will not apply until after the expiration of any benefit continuation period applicable under the Agreement and the exhaustion of the full COBRA continuation coverage period.

(b) The medical plan access set forth in this Section 5 will cease on the last day of the month of the earliest to occur of the following: (1) each of the Executive and the Executive’s spouse become eligible for Medicare (or a successor thereto); (2) Executive becomes eligible to participate in a subsequent employer’s medical plan; (3) Executive’s material violation of any agreement between Executive and the Company (or its parent or subsidiary companies) with respect to noncompetition, nonsolicitation, confidentiality or protection of trade

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secrets; (4) Executive ceases to timely pay premiums after notice and a 30 day cure period; (5) Executive expressly waives coverage in writing; (6) the Company no longer offers a medical plan to any of its coworkers; or (7) the Company cannot offer the medical plan access set forth in this Section 5 due to a change in applicable law.

6. Other Benefits.

(a) The Company waives the service necessary to start accruing vacation at the rate of five weeks per year.

(b) Executive shall be eligible for short-term disability and long-term disability coverage and short-term disability will be paid at a rate of 70% for up to 13 weeks.

(c) The Company shall pay the reasonable legal fees and expenses incurred by the Executive in connection with the negotiation and preparation of this Agreement in an amount not to exceed $10,000.

7. Payments Upon a Qualifying Termination.

(a) In the event of a Qualifying Termination, and provided the Executive executes a general release agreement substantially in the form of Exhibit B hereto (the “Release Agreement”) within sixty (60) days after the Date of Termination and has not revoked the Release Agreement, the Company shall provide to the Executive, in consideration of the general release set forth in Section 2 of the Release Agreement, the obligations of the Executive contained in the Noncompetition Agreement and other good and valuable consideration, the following benefits:

(1) Payment of an amount equal to (i) the Termination Year Bonus multiplied by a fraction, the numerator of which is the number of days of the fiscal year in which the Date of Termination occurs during which the Executive was employed by the Company and the denominator of which is 365, less (ii) any amounts previously paid to the Executive in respect of such Termination Year Bonus during such fiscal year, such amount to be payable on the same basis and at the same time as if the Executive’s employment with the Company had continued (or at such other time as required by Section 14 hereof);

(2) Continuation during the Severance Period (or at such other time as required by Section 14 hereof) in accordance with the Company’s regular payroll practices of salary replacement amounts equal to the Executive’s highest annual base salary from the Company and its affiliated companies in effect during the 12-month period prior to the Date of Termination;

(3) Payment of an aggregate bonus replacement amount equal to two hundred percent (200%) of the Executive’s Termination Year Bonus, such aggregate amount to be payable in two equal installments, the first of which shall be made on the first anniversary of the Date of Termination and the second of which shall be made on the second anniversary of the Date of Termination; provided, however, that if the Termination Year

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Bonus is not calculable at the time a payment is required to be made pursuant to this Section 7(a)(3), such payment shall be made within thirty (30) days after the Termination Year Bonus is so calculated (or at such other time as required by Section 14 hereof); provided further, if the Qualifying Termination is by reason of the resignation of the Executive pursuant to clause (vi) of the definition of Good Reason, the amount payable pursuant to this Section 7(a)(3) shall equal 299% of the Executive’s Termination Year Bonus, payable in three equal installments, the first of which shall be made on the first anniversary of the Date of Termination, the second of which shall be made on the second anniversary of the Date of Termination and the third of which shall be made on the third anniversary of the Date of Termination;

(4) Continuation, for the Severance Period, of medical, dental, disability, accident, life and similar insurance coverage on terms comparable to those which would have been provided if the Executive’s employment with the Company had continued for that time, with the payment for such insurance coverage to be made on the same basis as if the Executive’s employment with the Company had continued for that time; provided, however, that the Company’s obligation to provide each such type of insurance coverage shall cease as of the date that the Executive becomes eligible for such type of insurance coverage under a plan or agreement of a subsequent employer. Each Executive shall be obligated to notify the Company of such Executive’s eligibility for insurance coverage under a plan or agreement of a subsequent employer on or before the date that such eligibility commences. The Company may determine that it is not reasonably practicable to provide a type of comparable insurance coverage required by this Section 7(a)(4) for reasons other than cost, the Company shall reimburse the Executive for the amount necessary for the Executive to acquire comparable coverage and shall gross-up Executive for any taxes Executive may owe on such reimbursement, with such reimbursement and gross-up payment to be made no later than 90 days following the Company’s receipt of appropriate documentation from the Executive, but in no event later than end of the calendar year following the calendar year in which the expense was incurred. The Company’s obligation to make any such reimbursements or gross-up payments for expenses not already incurred by the Executive shall cease at such time as the Executive becomes eligible under a plan or agreement of a subsequent employer for the type of insurance coverage for which the Executive is being compensated; and

(5) Outplacement services for a period of two years after the Date of Termination with a firm selected by the Company, to commence within a reasonable time following the Date of Termination. Payments pursuant to this Section 7(a)(5) shall not exceed $20,000 in the aggregate for such two (2) year period and shall be made directly to such outplacement firm upon submission of proper documentation to the Company.

(b) If the employment of the Executive is terminated by the Company, the Company shall pay the Executive all Accrued Obligations within 15 days following the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or annual incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the Executive.

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(c) If the Executive breaches any of the covenants in the Noncompetition Agreement, including any noncompetition, nonsolicitation or confidentiality covenants contained therein, (i) the Executive’s entitlement to the payments and benefits set forth in Section 7(a) shall be null and void, (ii) all rights to receive or continue to receive severance payments and benefits shall thereupon cease and (iii) the Executive shall immediately repay to the Company all amounts theretofore paid to, and the value of all benefits theretofore received by, the Executive pursuant to Section 7(a). The foregoing shall not limit any other rights or remedies the Company may have existing in its favor, including injunctive relief.

8. Nonqualifying Termination of Employment. If the employment of the Executive shall terminate for any reason other than a Qualifying Termination, then the Company shall pay to the Executive all Accrued Obligations (including, in the case of death or disability, prorated annual incentive bonus (based on the target bonus under the Company’s Senior Management Incentive Plan or any successor plan for the fiscal year in which the Executive’s termination of employment occurs), through and including the effective date of the Executive’s termination of employment in a lump sum within thirty (30) days after the Date of Termination (or at such other time as required by Section 14 hereof); provided, however, that any portion of the Accrued Obligations that consists of bonus, deferred compensation or annual incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the Executive. In addition, if the Executive’s employment is terminated by retirement under a retirement plan of the Company or by resignation of the Executive other than for Good Reason, the Executive may, in the discretion of the Compensation Committee, be awarded a pro rata cash bonus for the year in which the Date of Termination occurs.

9. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company or its Affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code in connection with the first transaction resulting in a change in control of a successor corporation of CDW Holdings or of CDW Corporation or the Company following an initial public offering of shares of common stock of a successor corporation of CDW Holdings or of Holdings or the Company, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 9(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $100,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executive resulting from an elimination of the

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Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

(b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required pursuant to this Section 9 and the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the change in ownership or control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination, but in no event later than the end of the calendar year next following the calendar year in which the applicable taxes are payable. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any good faith determination pursuant to this Section 9 by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive, but in no event later than the end of the calendar year next following the calendar year in which the applicable taxes are payable.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(1) give the Company any information reasonably requested by the Company relating to such claim,

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(2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(3) cooperate with the Company in good faith in order effectively to contest such claim, and

(4) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

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10. Withholding Taxes. The Company may withhold from all payments due to the Executive (or the Executive’s beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom. The Company may also reduce the amounts otherwise payable pursuant to Section 7(a) hereof to satisfy the Executive’s required contributions for the insurance coverage being provided hereunder.

11. Termination of Agreement. (a) This Agreement shall be effective as of the Effective Date and shall expire on January 1, 2014, provided that the term of this Agreement shall be extended automatically for one additional year as of each annual anniversary of January 1, 2014 (each, a “Renewal Period”) unless this Agreement is terminated pursuant to Section 11(b) or, if earlier, Executive’s death. Notwithstanding the foregoing, any expiration or termination of this Agreement shall not retroactively impair or otherwise adversely affect the rights of the Executive which have arisen prior to the date of such expiration.

(b) The Company shall have the right, in its sole discretion at any time during a Renewal Period, pursuant to action by the Board, to approve the amendment or termination of this Agreement, which amendment or termination shall not become effective until the date fixed by the Board for such amendment or termination, which date shall be at least one (1) year after notice thereof is given by the Company to the Executive; provided, that an amendment which is not adverse to the interests of the Executive shall take effect immediately.

12. Scope of Agreement. Nothing in this Agreement shall be deemed to entitle the Executive to continued employment with the Company or its subsidiaries or any of their respective Affiliates. Any amount paid pursuant to Sections 3 or 5 shall be paid in lieu of any other amount of severance relating to salary, incentive compensation or other bonus continuation to be received by the Executive from the Company or its Affiliates upon termination of employment of the Executive under any employment, employee benefit or severance plan or agreement, policy or similar arrangement of the Company or its Affiliates in effect as of the date hereof; provided, however, that nothing in this Section 12 shall affect the Executive’s rights with respect to any equity ownership interest in the Company. If the Company or any of its Affiliates are obligated by law to pay severance pay, notice pay or other similar benefits, or if the Company or any of its Affiliates are obligated by law to provide advance notice of separation (“Notice Period”), then the payments made pursuant to Sections 3 or 5 shall be reduced by the amount of any such severance, notice pay or other similar benefits, as applicable, and by the amount of any severance pay, notice pay or other similar benefits received during any Notice Period.

13. Successors; Binding Agreement.

(a) This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be

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binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred. In the event of the consummation of a transaction initiated by the Company involving the formation of a direct or indirect holding company of the Company for any internal legal or business purpose in which the holders of the outstanding voting securities of the Company become the holders of the outstanding voting securities of such holding company in substantially the same proportions, the provisions of this Agreement shall be binding upon such holding company.

(b) The Company agrees that concurrently with any merger, consolidation or transfer of assets referred to in Section 13(a), it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive (or the Executive’s beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and, if such merger, consolidation or transfer of assets is a “change in control event” within the meaning of Section 409A of the Code, shall entitle the Executive to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive’s employment were terminated by reason of a Qualifying Termination. For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination.

(c) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive’s estate.

14. Section 409A Compliance. This Agreement shall be interpreted and construed in a manner that avoids the imposition of additional taxes and penalties under Section 409A of the Code (“409A Penalties”). In the event the terms of this Agreement would subject the Executive to 409A Penalties, the Company and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible, without adversely affecting the intended benefits hereunder. Notwithstanding any other provision in this Agreement, if on the Date of Termination (i) the Company is a publicly traded corporation and (ii) the Executive is a “specified employee,” as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, that under the terms of this Agreement would be payable prior to the six-month anniversary of the Date of Termination, such payment shall be delayed until the earlier to occur of (i) the six-month anniversary of the Date of Termination or (ii) the date of the Executive’s death.

15. Notices. (a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed (1) if to the Executive, to the home address

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of the Executive on the most current Company records and if to the Company, to CDW LLC, 200 North Milwaukee Avenue, Vernon Hills, IL 60061 attention General Counsel with a copy to Thomas A. Cole, Sidley Austin LLP, 1 South Dearborn Street, Chicago, Illinois 60603 and a copy to Michael D. Paley, P.C., Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, and a copy to Robert Stucker, Esq. Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601 or (2) to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b) A written notice of the Executive’s Date of Termination by the Company or the Executive, as the case may be, to the other, shall (i) indicate the specific provision in this Agreement applicable to such termination, if any, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for the application of such provision to the termination of the Executive’s employment and (iii) specify the termination date (which date shall be not less than 15 days after the giving of such notice). The failure by the Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

16. Full Settlement; Resolution of Disputes. (a) The Company’s obligation to make any payments provided for in Sections 3 or 5 of this Agreement and otherwise to perform its obligations thereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others, except as provided in Section 7(c). In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under the provisions of Sections 3 or 5 of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment, except as provided in Section 7(c).

(b) Any dispute or controversy between the Company and the Executive arising out of or relating to this Agreement or the breach of this Agreement shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration shall be held before a single arbitrator who shall be selected by the mutual agreement of the Company and the Executive, unless the parties are unable to agree to an arbitrator, in which case the arbitrator will be selected under the procedures of the AAA. In connection with the appointment of an arbitrator, the AAA will give the parties a list of no less than 15 potential arbitrators to strike and number in order of preference in accordance with AAA procedures. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court otherwise having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the

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existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Executive. The Company and the Executive acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The arbitration proceeding shall be conducted in Chicago, Illinois or such other location to which the parties may agree. The Company shall pay the costs of any arbitrator appointed hereunder.

17. Employment with Affiliates or Subsidiaries. Employment with the Company for purposes of this Agreement shall include employment with any Affiliate of the Company or any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors.

18. Governing Law; Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.

19. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.

20. Subsequent Amendments. If the Board determines in good faith that it is in the long-term interests of the Company and its shareholders to seek to modify the Company’s executive compensation programs and agreements with respect to such items as severance triggers and Code Section 280G adjustments, Executive agrees to consider and negotiate such modifications in good faith and in consideration of the interests of all parties involved.

21. Satisfaction of Offer Letter. Executive hereby agrees that, upon the effectiveness of this Agreement on the Effective Date, the Company has fully satisfied all of its commitments and obligations under the terms of that certain offer letter from the Company to Executive, dated as of August 24, 2009.

22. Miscellaneous. Except as provided in Section 20 above, no provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by the Executive and by a duly authorized officer of the Company. This Agreement constitutes the entire agreement between the parties hereto on the subject manner hereof, and shall supercede all other agreements or arrangements relating to the subject manner hereof (including without limitation the Original Compensation Protection Agreement). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by the Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the Executive or the

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Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise expressly set forth in this Agreement or in any agreement with respect to any equity ownership interest in the Company owned by the Executive, the rights of, and benefits payable to, the Executive, the Executive’s estate or the Executive’s beneficiaries pursuant to this Agreement are in addition to any rights against, or benefits payable by, third parties (i.e. Persons other than the Company or any of its Affiliates), to the Executive, the Executive’s estate or the Executive’s beneficiaries under any other employee benefit plan or program of the Company.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Agreement as of the date hereof.

CDW LLC
By:	/s/ John A. Edwardson
	John A. Edwardson
	Chairman and Chief Executive Officer
EXECUTIVE
/s/ Thomas E. Richards
Thomas E. Richards

Signature Page to Amended & Restated Compensation Protection Agreement

EX-99.1

Exhibit 99.1

Contact:
Neal Campbell	Michelle Press
CDW	Ogilvy Public Relations
(847) 419-6229	(773) 612-3166
ncampbell@cdw.com	michelle.press@ogilvypr.com

Thomas E. Richards to Succeed John A. Edwardson as CEO of CDW

Edwardson remains Chairman of the Board of Directors

VERNON HILLS, Ill. – June 30, 2011– CDW, a leading provider of technology solutions for business, government, education and healthcare, announced today that Thomas E. Richards will succeed John A. Edwardson as chief executive officer of the company on Oct. 1, 2011. Edwardson will continue as chairman of the CDW board of directors through at least 2012.

Edwardson has driven more than a decade of strong growth and expansion while positioning the company for continued success in a rapidly changing industry. Under Edwardson’s leadership, company revenues have risen from $3.8 billion to more than $8.8 billion. The company also made an acquisition of Berbee Information Networks in 2006, which set the stage for CDW’s new strategic direction. Together with Edwardson, Richards has been instrumental in the new strategic direction of the company over the last two years.

Richards joined CDW as president and chief operating officer in 2009 after a thorough search to find a potential successor to Edwardson. As chief executive, Richards will have full authority to lead CDW. He will be responsible for the strategic direction of the company and for leading the senior management team. Edwardson will support Richards through the transition and provide continued leadership on the board.

As president and chief operating officer of CDW, Richards has been responsible for sales, strategic solutions and services, marketing, and product and partner management. Edwardson and Richards have been transforming the company from a hardware and software reseller to a full service IT solutions provider and helped it emerged from the recent economic downturn with record-breaking 2010 performance of 23 percent revenue growth over 2009.

“Tom’s industry background, his values and his track record of success make him the right choice to lead the company at this exciting time in its history,” said Edwardson. “He has tremendous sales and operating experience as well as the ability to focus and align an organization. The Board and I believe there is no better person to lead CDW to a more prosperous and successful future than Tom.”

Richards came to CDW with 33 years of prior technology industry experience, most recently as chief operating officer for Qwest Communications, an $11 billion company with more than 15,000 employees, where he oversaw day-to-day operations and performance. Prior to serving as Qwest’s COO, he served as executive vice president of the company’s Business Markets Group, a $4 billion unit that designs, installs and maintains information service networks and solutions for small, medium and large companies and the Federal government.

CDW continues to expand its professional service offerings in existing and new markets. The company’s mission will remain the same under Richards’ leadership: helping its customers to manage the complexity of their IT environments and to maximize the return on their IT investments.

“We’ve accomplished a lot over the last two years and have unlimited opportunity in front of us,” said Richards. “I look forward to continuing to work closely with our partners, customers and coworkers as we expand our service offerings and drive future success.”

About CDW

CDW is a leading provider of technology solutions for business, government, education and healthcare. Ranked No. 38 on Forbes’ list of America’s Largest Private Companies, CDW features dedicated account managers who help customers choose the right technology products and services to meet their needs. The company’s solution architects offer expertise in designing customized solutions, while its advanced technology engineers assist customers with the implementation and long-term management of those solutions. Areas of focus include software, network communications, notebooks/mobile devices, data storage, video monitors, desktops, printers and solutions such as virtualization, collaboration, security, mobility, data center optimization and cloud computing. CDW was founded in 1984 and employs more than 6,300 coworkers. In 2010, the company generated sales of $8.8 billion. For more information, visit CDW.com.