CDW CORPORATION AMENDED AND RESTATED MPK COWORKER INCENTIVE PLAN II

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1 CDW CORPORATION AMENDED AND RESTATED MPK COWORKER INCENTIVE PLAN II CDW Corporation, an Illinois corporation (the Company ) adopted the MPK Coworker Incentive Plan II (the Original Plan ) on October 15, 2007 (the Effective Date ); and the Company desires to amend and restate the Original Plan in accordance with Section 6.13 of the Original Plan as set forth herein. ARTICLE I EFFECTIVE DATE AND PURPOSE SECTION Adoption Date. This Amended and Restated MPK Coworker Incentive Plan II (as the same may be amended and restated from time to time, the Plan ) shall be adopted as of December 17, SECTION Purpose. The purpose of this Plan is to provide incentive compensation to eligible employees of the Company and its Subsidiaries. The Plan is intended to provide a cash bonus to employees for past services performed, to reward employees with potential additional compensation based upon an increase in the value of the common equity of the Company s parent company, to establish a method of retaining persons whose abilities, experience and judgment can contribute to the long-term strategic objectives of the Company. As a condition of participation in the Plan and receiving any benefits hereunder, each Participant agrees to be bound by the terms of the Plan. ARTICLE II DEFINITIONS The following terms when used in this Plan have the following designated meanings unless a different meaning is clearly required by the context. SECTION Account means an account maintained on the books of the Company to reflect the unissued Units notionally credited to a Participant pursuant to SECTION SECTION Administrator means the person or committee designated by the Committee as responsible for the day-to-day administration of the Plan. SECTION Affiliate means, as to any Person, any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, control (including its correlative meanings, controlled by and under common control with ) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). 1

2 SECTION AFR shall mean the Applicable Federal Rate. SECTION Beneficiary means the person or persons designated pursuant to SECTION 4.06 to receive a benefit pursuant to SECTION 4.03(a) in the event of a Participant s death before Participant s benefit under this Plan has been paid SECTION SECTION Board means the Board of Managers of Holdings. Cash Award shall have the meaning set for in SECTION SECTION Class A Common Unit Agreement shall mean the Class A Common Unit Purchase and Exchange Agreement in substantially the form entered into by Holdings and certain members of the Company s management on October 12, SECTION Closing Date shall have the meaning set forth in the Agreement and Plan of Merger among VH Holdings, Inc., VH Mergersub, Inc., and CDW Corporation, dated as of May 29, SECTION Code means the Internal Revenue Code of 1986, as amended, and its related regulations, rulings and other guidance published by the Internal Revenue Service. SECTION Committee means the Committee of the Board described in SECTION 6.01, or, in the absence of such appointed Committee, the Board. thereto. SECTION Company means CDW Corporation and any successor SECTION Disability means the date a Participant becomes disabled within the meaning of Section 409A(a)(2) of the Code. PREAMBLE. SECTION Effective Date has the meaning set forth in the SECTION Fair Market Value of any property shall mean, as of any date, the fair market value of such property, taking into account all relevant factors determinative of value (but without regard to whether such property is voting or non-voting, any discounts for the lack of liquidity of any securities, transferability restrictions and minority interests), as determined by the Board acting in good faith and based upon the most recent valuation of the property approved by the Board as of a date no earlier than six months prior to the relevant determination date. SECTION Holdco Note shall mean a note issued by VH Holdings which will be subordinated on terms required by the Company s lenders and will accrue interest at the appropriate AFR in effect at the time such Holdco Note is issued. 2

3 SECTION limited liability company. Holdings means CDW Holdings LLC, a Delaware SECTION Institutional Investors means MDCP and PEP, in each case so long as such Person holds any Class A Common Units of Holdings. SECTION LLC Agreement means Holdings Limited Liability Company Agreement, dated as of October 12, 2007, by and among Holdings and Holdings unitholders. SECTION LLC Agreement. IPO shall have the meaning assigned to that term in the SECTION MDCP means, collectively, Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership, Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership, and Madison Dearborn Partners V Executive-A, L.P., a Delaware limited partnership. SECTION Original Plan has the meaning set forth in the recitals. SECTION Participant means each employee of the Company or its Subsidiaries listed on Exhibit A attached hereto. SECTION PEP means, collectively, Providence Equity Partners VI L.P. and Providence Equity Partners VI-A L.P. SECTION Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, an estate, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. SECTION Plan has the meaning set forth in SECTION SECTION Plan Equity Interests shall mean, as determined by the Board in its sole discretion, Units or other non-voting equity interests in Holdings, non-voting common stock of VH Holdings, or any other replacement equity issued pursuant to an adjustment in SECTION 3.04, in each case which may be issued in any combination pursuant to a distribution in SECTION For purposes of this Plan, Units, non-voting equity interests and non-voting common stock shall not be treated as having a lesser value than similar interests or stock that have voting rights. SECTION Plan Year means the calendar year. SECTION Sale of the Company shall mean any transaction or series of transactions pursuant to which any Person(s) or a group of related Persons (other than the Institutional Investors and their Affiliates) in the aggregate acquire(s) (i) at least 51% of the equity securities of Holdings entitled to vote (other than voting rights accruing only in the event of a default, breach, event of noncompliance or other contingency) to elect members of the 3

4 Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company s equity securities, unitholder or voting agreement, proxy power of attorney or otherwise) or (ii) all or substantially all of Holdings assets determined on a consolidated basis (and, for such purpose, a sale of at least 51% of the equity securities, determined by vote or value, of either VH Holdings or the Company shall be deemed a sale of substantially all of Holdings assets); provided, that an IPO shall not constitute a Sale of the Company. SECTION Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any event of default, breach, event of noncompliance or other contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the limited liability company, partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a Subsidiary of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term Subsidiary refers to a Subsidiary of the Company. SECTION defined in the LLC Agreement. Units means non-voting Class A Common Units as SECTION VH Holdings means VH Holdings, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings. ARTICLE III ELIGIBILITY, CASH AWARDS AND ACCOUNTS SECTION Eligibility. Each employee of the Company or its Subsidiaries listed on Exhibit A hereto shall be a Participant as of the Effective Date. Current or future employees of the Company or its Subsidiaries who are not listed on Exhibit A shall not become Participants hereunder. SECTION Cash Award. Each Participant shall be entitled to a Cash Award on the Closing Date in the amount set forth next to the Participant s name on Exhibit A, subject to any withholding by the Company as provided in SECTION 4.04(a). 4

5 SECTION Accounts. The Administrator shall establish an Account for each Participant and shall notionally credit to such Account the number of Units set forth next to the Participant s name on Exhibit A and debit the Account for any amounts that are distributed pursuant to SECTION 4.03; provided that unless and until there is a distribution of Units or other Plan Equity Interests with respect to any Participant under SECTION 4.03, there shall be no Units or other Plan Equity Interests issued hereunder with respect to any Participant or Account. SECTION Adjustments to Accounts. (a) In the event that the Board determines that any distribution (in the form of Units or other Plan Equity Interests, other securities, or other property), recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, conversion of Holdings from a limited liability company to a corporation, change of control or exchange of Units or other securities of Holdings, or other transaction or event involving Holdings or any of its Subsidiaries (each a Company Event ) affects the Units notionally credited to a Participant s Account or the Plan Equity Interests such that an adjustment is necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under this Plan, the Board shall adjust any or all of the number of Units, other Plan Equity Interests or other securities or property (or number and kind of other securities or property) subject to the Units or other Plan Equity Interests or take such other action as the Board determines to be appropriate. Notwithstanding the foregoing, nothing herein shall be deemed to provide the Participant with any rights to an adjustment with respect of the Units or other Plan Equity Interests in the event Holdings issues additional Units, warrants, options or other rights to purchase or otherwise acquire Units in Holdings, including without limitation in accordance with Section 3.5 of the LLC Agreement. (b) If Holdings or any of its Subsidiaries enters into or is involved in any Company Event, the Board may, prior to such Company Event and effective upon such Company Event, take such action as it deems appropriate, including but not limited to replacing Units notionally credited to a Participant s Account with substitute awards in other Plan Equity Interests or other securities or other property of the surviving entity or any affiliate of the surviving entity on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected Units granted hereunder as of the date of the consummation of the Company Event. Upon receipt by the Participant of any such substitute awards (or payment) as a result of any such Company Event, the Units notionally credited to a Participant s Account shall be thereupon cancelled without the need for obtaining the consent of the Participant. Any actions or determinations of the Board under this SECTION 3.04(b) need not be uniform with respect to all holders of Plan Equity Interests. 5

6 ARTICLE IV VESTING; PAYMENT OF ACCOUNT BENEFITS SECTION Forfeitability and Termination of Employment. Except as set forth in SECTION 4.02, (i) other than the Cash Award, amounts credited to a Participant s Account shall be unvested and subject to forfeiture at all times and (ii) other than the Cash Award, a Participant shall immediately forfeit any right to, or interest in, amounts credited to such Participant s Account upon the Participant s termination of employment with the Company and its Subsidiaries for any reason. SECTION Vesting Events. A Participant shall vest in amounts (other than the Cash Award) credited to Participant s Account as follows: (a) Cliff Vesting. Each Participant employed by the Company or its Subsidiaries shall become 100% vested on the earlier of (1) the date that is three (3) months after the tenth (10th) anniversary of the Effective Date or (2) the later of (i) the date such Participant attains age 62 and (ii) the date Participant has a reached a minimum number of 10 years of service with the Company and its Subsidiaries. (b) Death or Disability. A Participant shall vest in 100% of the amounts then credited to such Participant s Account upon the termination of Participant s employment with the Company and its Subsidiaries due to death or Disability. (c) Sale of the Company. In the event of a Sale of the Company, each Participant then employed by the Company or its Subsidiaries shall (i) vest in 60% of the unvested amounts then credited to such Participant s Account on the consummation of such Sale of the Company, (ii) vest in 50% of the remaining unvested amounts then credited to such Participant s Account on the first anniversary of the Sale of the Company if the Participant is then employed by the Company or its Subsidiaries or Affiliates and (iii) vest in 100% of the remaining unvested amounts then credited to such Participant s Account on the second anniversary of the Sale of the Company if the Participant is then employed by the Company or its Subsidiaries or Affiliates. (d) IPO. In the event of an IPO, each Participant then employed by the Company or its Subsidiaries shall (i) vest in the percentage of the unvested amounts then credited to such Participant s Account equal to 20% multiplied by the number of anniversaries of the Effective Date that have occurred as of the date of such IPO and (ii) vest in the remaining unvested balance of such Participant s Account in equal installments on each subsequent anniversary of the Effective Date provided that the Participant has been continuously employed by the Company or its Subsidiaries through each such date, up to the fifth anniversary of the Effective Date, upon which the Participant shall be fully vested in all amounts credited to such Participant s Account. For example, if an IPO occurred after the third and before the fourth anniversary of the Effective Date, then upon the IPO, a Participant would vest in: 60% of the unvested amounts then credited to such Participant s Account upon the IPO, 50% of the remaining unvested amounts then credited to Participant s Account on the fourth anniversary of the Effective Date, and 100% of the remaining unvested amounts then credited to Participant s 6

7 Account on the fifth anniversary of the Effective Date; provided that, in each case, the Participant has been continuously employed by the Company or its Subsidiaries or Affiliates through the applicable vesting date. (e) Termination. In the event of a termination of a Participant s employment with the Company and its Subsidiaries or Affiliates by the Company prior to a Sale of the Company or an IPO solely as part of, and in connection with, an across-the-board layoff or business shutdown or similar downsizing that, in each case, results in the concurrent termination of employment of more than the lesser of (i) 250 employees of the Company and its Subsidiaries and (ii) 5% of the total number of employees of the Company and its Subsidiaries, a Participant shall vest in the percentage of the amounts then credited to such Participant s Account equal to 20% multiplied by the number of anniversaries of the Effective Date that have occurred as of such termination of employment. The Committee shall determine in its sole and absolute discretion whether a Participant s termination of employment satisfies the requirements of this SECTION 4.02(e). SECTION Distributions. (a) Timing of Distributions. The Cash Award shall be distributed to the Participants as promptly as practicable following the Effective Date. The vested portion of a Participant s Account shall be distributed on March 14 of the calendar year following the calendar year in which such portion vested. (b) Form of Distributions. Subject to SECTION 3.02, the form of distributions required to be made to a Participant hereunder shall be determined in the sole discretion of the Board and shall include any combination of (i) the number of Units credited to such Participant s Account, (ii) other Plan Equity Interests with a Fair Market Value equal to the Fair Market Value of the Participant s Account, or (iii) an amount of cash equal to the Fair Market Value of the Participant s Account, provided that in the event of a Sale of the Company the distribution shall be in the same form of consideration as that received by the other parties to the Sale of the Company, which shall be deemed satisfied even if certain parties, to the exclusion of others, elect to receive securities of the acquiring Person or any of its Affiliates or a mix of such securities and cash, so long as each party receives the same amount of value per Unit or other Plan Equity Interests, as the case may be, whether in cash or such securities, as the Board shall determine in good faith after review of all facts and circumstances it deems relevant, as of the closing of such Sale of the Company, provided further that if any portion of the deferred consideration pursuant to the Sale of the Company is to be made in the form of cash, the amount of cash that becomes vested subsequent to the Sale of the Company pursuant to SECTION 4.02(c) shall be placed in an interest bearing escrow account. If a distribution is made in the form of non-voting stock of VH Holdings (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the Participant to agree to exchange such VH Holdings stock (or replacement equity) after the distribution for Units or other nonvoting equity interests of Holdings (or replacement equity) of equal Fair Market Value. Prior to the receipt of Units or other Plan Equity Interests, as applicable, the Participant may, in the sole discretion of the Company and as a condition to the receipt of Units or other Plan Equity Interests, be required to enter into a grant agreement, exchange agreement or similar agreement, as the case may be, with repurchase rights on such equity as set forth in 7

8 SECTION 5.01 and transfer restrictions, drag-along rights in favor of the Institutional Investors and/or other shareholders or unitholders, and other restrictions on such equity reasonably consistent with those found in the Class A Common Unit Agreement. (c) Cash Distribution Rights. Any cash distributions made with respect to the Units in the Participant s account shall be credited to the Participant s Account by the Company on behalf of the Participant and be subject to the same vesting and distribution schedule as the underlying Units. Any such cash distributions shall be notionally invested in accounts or other programs to be offered by the Board at its reasonable discretion. SECTION Withholding. (a) Subject to SECTION 4.04(b) as a condition to the receipt of cash, Units or other Plan Equity Interests under the Plan, Participant shall be required to remit in cash to the Company all required withholding amounts in connection with a distribution pursuant to this Plan, as determined by the Company in its sole discretion. Subject to applicable law, in lieu of such remittance, the Company may satisfy withholding obligations from any source of funds available to the Company and otherwise payable to Participant, including salary or bonus payments. (b) Notwithstanding SECTION 4.04(a), and subject to the procedures specified by the Company from time to time, in the event the form of distribution pursuant to SECTION 4.03(a) consists of Units or other Plan Equity Interests and such distribution occurs prior to an IPO, the Company shall satisfy the tax withholding obligations by withholding a number of Units or other Plan Equity Interests sufficient to meet the Company s minimum statutory withholding requirements. SECTION Right of Offset. Any distribution to a Participant made pursuant to this Plan shall be reduced at the discretion of the Administrator to take account of any amount due, and not paid, by the Participant to the Company or any of its Subsidiaries or Affiliates at the time payment is to be made hereunder. SECTION Beneficiary Designation. A Participant may from time to time designate, in the manner specified by the Administrator, a Beneficiary to receive payment pursuant to SECTION 4.03 in the event of Participant s death. In the event that there is no properly designated Beneficiary living at the time of a Participant s death, Participant s benefit hereunder shall be paid to Participant s spouse or, if none, to Participant s estate. SECTION Spendthrift Clause. No benefit, distribution or payment under the Plan may be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process whether pursuant to a qualified domestic relations order as defined in Section 414(p) of the Code or otherwise. 8

9 ARTICLE V REPURCHASE RIGHTS; POWER OF ATTORNEY SECTION Repurchase Right. Subject to SECTION 5.02, Holdings (or, at Holdings option, VH Holdings or the Company) shall have the right, exercisable at any time, to repurchase any Units or other Plan Equity Interests that have been distributed to any Participant under this Plan. Holdings may exercise this right by delivering a notice to repurchase to a Participant that specifies the Units or other Plan Equity Interests to be repurchased and the anticipated repurchase price for such Units or other Plan Equity Interests. The closing date of such repurchase shall be the date specified in the repurchase notice. The consideration for the repurchase of such Units or other Plan Equity Interests shall be an amount of cash equal to the Fair Market Value of the Units or other Plan Equity Interests, as the case may be, provided that if Holdings, VH Holdings, the Company or any Subsidiary of the Company is party to any financing agreement that prevents the repurchase of such Units or other Plan Equity Interests with cash and there are 400 or more registered holders of Holdings equity at the time of repurchase, Holdings shall have the right to cause VH Holdings to issue a Holdco Note with a principal amount equal to the Fair Market Value of the Units or other Plan Equity Interests, as the case may be, as consideration for the repurchase of such equity interests, with principal and interest to be due promptly after the date on which VH Holdings may settle such promissory note consistent with the terms of all financing agreements to which Holdings, VH Holdings, the Company or any Subsidiary of the Company is a party. SECTION Power of Attorney (a) The Participant hereby irrevocably appoints Holdings (individually and collectively, the Representative ), the Participant s true and lawful agent and attorney-infact, with full powers of substitution, to act in the Participant s name, place and stead, to do or refrain from doing all such acts and things, and to execute and deliver all such documents in connection with this Plan as are reasonable and customary in like circumstances and as the Representative shall deem necessary or appropriate, solely with respect to the issuance of Units or other Plan Equity Interests, including, without limitation, to enter the Participant into any agreement that provides repurchase rights, transfer restrictions, drag-along rights in favor of the Institutional Investors and/or other equity holders, and other restrictions on such equity, in each case, to which such equity holders are subject. (b) The Participant hereby ratifies and confirms all that the Representative shall do or cause to be done by virtue of its appointment as the Participant s agent and attorney-in-fact. (c) In acting for the Participant pursuant to the appointment set forth in SECTION 5.02(a), the Representative shall not be responsible to the Participant for any loss or damage the Participant may suffer by reason of the performance by the Representative of its duties under this Agreement, except for loss or damage arising from willful violation of law or gross negligence in the performance of its duties hereunder. The appointment of the Representative shall be deemed coupled with an interest and shall be irrevocable and shall survive the death, incompetency, mental illness or insanity of the Participant, and any Person 9

10 dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Participant in all matters referred to in this SECTION (d) Termination. The provisions of this ARTICLE V shall terminate following the consummation of an IPO. ARTICLE VI ADMINISTRATION SECTION Powers of the Committee. The Committee shall have the power and discretion to administer and oversee the Plan, including to (a) determine all questions arising in the interpretation and application of the Plan; (b) determine the person or persons to whom benefits under the Plan shall be paid; (c) decide any dispute arising hereunder; (d) correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan; (e) select, remove and replace the Administrator; (f) promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of the Plan; (g) determine all questions arising in the administration of the Plan; (h) make recommendations to the Board with respect to proposed amendments to the Plan; and (i) have all such other powers as may be necessary to discharge its duties hereunder. SECTION Powers of the Administrator. The Administrator shall have the power and discretion to administer the day-by-day operations of the Plan (subject to the oversight of the Committee), including to (a) compute the amount of benefits and other payments which shall be payable to any Participant in accordance with the provisions of the Plan; (b) advise the Committee and the Board regarding the known future need for funds to be available for distribution; (c) file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the Company or the Plan; and (d) have all such other powers as may be necessary to discharge its duties hereunder. SECTION Claims Procedure. If the Committee denies any Participant s or Beneficiary s claim for benefits under the Plan: (a) the Committee shall notify such Participant or Beneficiary of such denial by written notice which shall set forth the specific reasons for such denial; and (b) the Participant or Beneficiary shall be afforded a reasonable opportunity for a full and fair review by the Committee of the decision to deny Participant s claim for Plan benefits. SECTION Action by the Committee. The Committee may elect a Chairman and Secretary from among its members and may adopt rules for the conduct of its business. A majority of the members then serving shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Committee shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a majority of the members. All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Committee by either the Chairman or the Secretary of the 10

11 Committee, if any, or by any member or agent of the Committee duly authorized to act on the Committee s behalf. SECTION Consent. By electing to become a Participant, each Participant shall be deemed conclusively to (i) have accepted and consented to all terms of the Plan and all actions or decisions made by the Administrator, the Committee or the Board with regard to the Plan and (ii) have agreed that the Company, the Administrator, the Committee and the Board (and any person who is employed by, is a member of, or provides services to or on behalf of, any of the foregoing) shall not have any liability related to, or be responsible for any claim related to, the incurrence by the Participant of any tax, interest expense, loss of deferral benefit, or any other obligation, liability or damage, in each case, arising under or related to Section 409A of the Code. This SECTION 6.05 shall apply to, and be binding upon, the Beneficiaries, distributees and personal representatives and other successors in interest of each Participant. SECTION Equityholder Rights. Except as otherwise provided herein, a Participant shall have none of the rights of a holder of Units or other Plan Equity Interests unless and until the Participant becomes the record holder of such Units or other Plan Equity Interests. SECTION Agents and Expenses. The Administrator or the Committee may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan. Unless otherwise determined by the Committee, the cost of such services and all other expenses incurred by the Administrator or the Committee in connection with the administration of the Plan shall be paid by the Company. SECTION Allocation of Duties. The duties, powers and responsibilities reserved to the Committee may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Committee, in which case no Committee member shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts or omissions of any other Committee member. SECTION Delegation of Duties. The Administrator and the Committee may delegate any of their respective duties to employees of Company or any of its Subsidiaries. SECTION Actions Conclusive. Any action on matters within the discretion of the Board, the Administrator or the Committee shall be final, binding and conclusive. SECTION Records and Reports. The Administrator and the Committee shall maintain adequate records of their respective actions and proceedings in administering this Plan and shall file all reports and take all other actions as are deemed appropriate in order to comply with any Federal or state law. SECTION Liability and Indemnification. The Administrator and the Committee shall not be responsible in any way for any action or omission of the Company, its 11

12 Subsidiaries or their employees in the performance of their duties and obligations as set forth in this Plan. The Administrator and the Committee also shall not be responsible for any act or omission of any of their respective agents provided that such agents were reasonably chosen by the Administrator or the Committee and that the Administrator or the Committee relied in good faith upon the action of such agents. SECTION Right to Amend or Terminate. The Board may at any time amend the Plan in any respect, retroactively or otherwise, or terminate the Plan in whole or in part for any reason. However, no such amendment or termination shall reduce the amount credited to any Participant s Account as of the date of such amendment or termination. In the event of the termination of the Plan, amounts deferred hereunder will be paid in accordance with the terms of the Plan as in effect prior to such termination. SECTION Usage. Whenever applicable, the masculine gender, when used in the Plan, includes the feminine gender, and the singular includes the plural. SECTION Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included therein. SECTION Captions. The captions in this document are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Plan and shall in no way affect the Plan or the construction of any provision thereof. SECTION Right of Discharge Reserved. Nothing contained in this Plan shall be construed as a guarantee or right of any Participant to be continued as a employee of the Company or its subsidiaries (or of a right of a Participant to any specific level of Compensation) or as a limitation of the right of the Company or its Subsidiaries or Affiliates to terminate any Participant. SECTION Governing Law and Construction. The Plan is intended to constitute an unfunded, nonqualified deferred compensation arrangement. Except to the extent preempted by Federal law, all rights under the Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law. No action shall be brought by or on behalf of any Participant or Beneficiary for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan s claim review procedure. SECTION WAIVER OF JURY TRIAL. NONE OF THE PARTICIPANTS, THE INSTITUTIONAL INVESTORS, HOLDINGS, VH HOLDINGS, OR COMPANY SHALL BE ENTITLED TO THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS PLAN OR THE MATTERS CONTEMPLATED HEREBY. * * * * * 12

13 Exhibit A [On File with the Company] 13

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