exv10w1






Exhibit 10.1




PERSONAL & CONFIDENTIAL




Kimberly Windrow

Term Sheet dated June 18, 2010

Page 1 of 3



	 	 	 

	Title & Reporting Level

	 	Vice President, Human Resources (Corporate Officer position)
	 
	 	 
	Location

	 	Pittsburgh, PA

(Relocation package per WESCO policy)
	 
	 	 
	Base Salary

	 	$325,000 annual rate paid twice monthly
	 
	 	 
	Annual Cash Bonus

	 	Zero to 100% of base salary, based on the achievement of a
combination of corporate and personal performance
objectives as established annually by the Board of
Directors. Your target bonus will be 50% of base salary.
For 2010, your bonus award will be a guaranteed minimum of
$75,000 to be paid out in 2011, assuming a start date of
August 2, 2010.
	 
	 	 
	Equity Awards

	 	Stock appreciation rights (SARs) equal to the number of
shares purchased for long-term investment within the first
twelve months of employment (up to the equivalent of two
times (2x) your annual base salary) will be granted with
the approval of the Compensation Committee of the Board of
Directors. Strike price will be set at the closing price
on the date of purchase on the open market in one or more
transactions, not to exceed three trading days. Purchase
of shares must comply with the Company’s policy regarding
insider trading. These SARs will vest ratably over three
years.
	 
	 	 
	 

	 	Initial “new executive hire” stock appreciation rights
(SARs) award of 7,500 SARs will be granted upon approval by
the Compensation Committee of the Board of Directors and
will vest ratably over three years. No additional awards
will be made in 2010.
	 
	 	 
	 

	 	Future awards are based on performance and award guidelines
established periodically by the Compensation Committee of
the Board of Directors.
	 
	 	 
	 

	 	It is expected that you achieve and maintain an ownership
position in WESCO stock equal to 2x your base salary by
2013.
	 
	 	 
	Severance

	 	In the event of the termination of your employment by WESCO
without cause, or by you for good reason, you will be
entitled to receive a severance payment equal to one year’s
base salary, plus continued coverage in all applicable
WESCO welfare benefits plans for one year, plus a pro rata
payment of your target bonus, as approved by WESCO’s
Compensation Committee, for the then current year based on
results to the date of termination, plus vesting for those
stock appreciation rights with time based vesting periods
granted in accordance with your purchase of WESCO stock.
Any and all vested stock appreciation rights will remain
exercisable for a period of 60 days following the date of
termination.
	 
	 	 
	 

	 	The severance benefits will be in lieu of any severance or
similar benefits that may otherwise be payable under any
other agreement, plan, program or policy of WESCO, and the
payment of severance benefits will be conditioned on your
execution of a release with terms and provisions as
determined by the Compensation Committee and as are
substantially consistent with past practices at WESCO.
	 
	 	 
	 

	 	Healthcare contributions will be at the active employee
rate. In the event of the termination of your employment
as a result of death or disability you will be entitled to
receive your base salary and all welfare benefits through
the date of death or disability. No severance will be paid
other than payment of your base salary through the date of
termination for termination for cause.
















 





PERSONAL & CONFIDENTIAL




Kimberly Windrow

Term Sheet dated June 18, 2010

Page 2 of 3



	 	 	 	 	 

	Severance (cont.)	 	Termination For Cause shall mean termination within 30 days after we give you notice
that we believe we have cause to terminate you for:
	 
	 	 	 	 
	 

	 	    a)
	 	Engaging in a felony or engaging in conduct which is in the good faith judgment of
the Board, applying reasonable standards of personal and professional conduct,
injurious to WESCO, its customers, employees, suppliers, or shareholders;
	 
	 

	 	    b)
	 	Your inability to meet the expectations of your job responsibilities or failure to
timely and adequately perform your duties;
	 
	 

	 	    c)
	 	Material breach of any manual or written policy, code or procedure of WESCO; or
	 
	 

	 	    d)
	 	Failure to establish permanent residence in the Pittsburgh area within the first
twelve months of employment.
	 
	 	 	 	 
	 	 	In the event you are terminated by WESCO for cause on or before December 31, 2011,
WESCO may require you to repay any bonus payments received by you, and all outstanding
equity awards will be deemed forfeited.
	 
	 	 	 	 
	 	 	If such termination is with Good Reason, you shall give WESCO written notice, which
shall identify with reasonable specificity the grounds for your resignation and
provide WESCO with thirty (30) days from the day such notice is given to cure the
alleged grounds for resignation contained in the notice. A termination shall not be
for Good Reason if such notice is given by you to WESCO more than sixty (60) days
after the occurrence of the event that you allege is Good Reason for your termination
hereunder. For purposes of this Agreement, “Good Reason” shall mean any of the
following to which you shall not consent in writing:
	 
	 

	 	    a)
	 	A reduction in your Base Salary, excluding any reduction that occurs in connection
with an across-the-board reduction of the salaries of substantially the entire senior
management team;
	 
	 

	 	    b)
	 	A relocation of your primary place of employment to a location more than 50 miles
from Pittsburgh, Pennsylvania without your consent; or
	 
	 

	 	    c)
	 	Any material reduction in your offices, titles, authority, duties or
responsibilities without your consent.
	 
	 	 	 	 
	 	 	Termination by you for purposes of accepting employment with another organization or
in another location shall not be considered Good Reason.
	 
	 	 	 	 
	Non-Compete,
Non-Solicitation and
Confidentiality	 	Non-Competition and Non-Solicitation. During your employment and for a period of one
year thereafter:
	 
	 

	 	    a)
	 	You shall not directly or indirectly call upon, contact or solicit any customer or
prospective customer of WESCO or its subsidiaries (1) with whom you dealt directly or
indirectly or for which you had responsibility while employed by WESCO, or (2) about
whom you acquired confidential information during your employment with WESCO, for the
purpose of offering, selling or providing products or services that are competitive
with those then offered by WESCO or its subsidiaries. You shall not solicit or
divert, or attempt to solicit or divert, either directly or indirectly, any
opportunity or business of WESCO or its subsidiaries to any competitor.
	 
	 

	 	    b)
	 	You shall not, to the detriment of WESCO or its subsidiaries, directly or
indirectly, as an owner, partner, employee, agent, consultant, advisor, servant or
contractor, engage in or facilitate or support others to engage in the distribution of
electrical construction products or electrical and industrial maintenance, repair and
operating supplies, or the provision of integrated supply services, or any other
business that is in competition with any of the business activities of WESCO or its
subsidiaries in which you were engaged during your employment and in which WESCO or
its subsidiaries were engaged prior to the termination of your employment.
















 





PERSONAL & CONFIDENTIAL




Kimberly Windrow

Term Sheet dated June 18, 2010

Page 3 of 3



	 	 	 	 	 

	Non-Compete, Non-Solicitation
and Confidentiality
(cont.)

	 	    b)
	 	(continued) This provision shall
not prevent you from owning less
than 1% of a publicly-owned entity
or less than 3% of a private equity
fund.
	 

	 	    c)
	 	You shall not, directly or
indirectly, solicit the employment
of or hire as an employee or
consultant or agent (1) any employee
of WESCO or its subsidiaries or
(2) any former employee of WESCO or
its subsidiaries whose employment
ceased within 180 days prior to the
date of such solicitation or hiring.
	 
	 	 	 	 
	 	 	Confidentiality. “Confidential
Information” means information
regarding the business or operations
of WESCO or its subsidiaries, both
oral and written, including, but not
limited to, documents and WESCO or
subsidiary information contained in
such documents; drawings; designs;
plans; specifications; instructions;
data; manuals; electronic media such
as computer disks, computer
programs, and data stored
electronically; security code
numbers; financial, marketing and
strategic information; product
pricing and customer information,
that WESCO or its subsidiaries
disclose to you or you otherwise
learn or ascertain in any manner as
a result of, or in relation to, your
employment by WESCO. Other than as
required by applicable law, you
agree: (1) to use Confidential
Information only for the purposes
required or appropriate for your
employment with WESCO; (2) not to
disclose to anyone Confidential
Information without WESCO’s prior
written approval; and (3) not to
allow anyone’s use or access to
Confidential Information, other than
as required or appropriate for your
employment with WESCO. The
foregoing shall not apply to
information that is in the public
domain, provided that you were not
responsible, directly or indirectly,
for such information entering into
public domain without WESCO’s
approval. You agree to return to
WESCO all Confidential Information
in your possession upon termination
of your employment or at any time
requested by WESCO.
	 
	 	 	 	 
	 	 	If any of the foregoing provisions
shall be invalid or unenforceable to
any extent, the remaining provisions
shall not be affected, and each
remaining provision shall be
enforceable to the fullest extent
permitted by law. If any provision
is so broad as to be unenforceable,
then such provision shall be
interpreted to be only as broad as
is enforceable.
	 
	 	 	 	 
	 	 	The non-compete, non-solicitation
and confidentiality covenants of
this section shall be in addition
to, and shall not be deemed to
supersede, any other similar
covenants between you and WESCO.
	 
	 	 	 	 
	Health, Welfare, and
Other Benefit Programs	 	Eligible to participate in all
corporate benefit programs in
accordance with standard policies
and procedures. Eligible for 4
weeks of vacation annually.
	 
	 	 	 	 
	Employment Policy	 	In accordance with Company
practices, neither this letter, nor
any benefit program or employment
policy is to be considered an
employment contract. Your
employment and compensation are at
the will of WESCO Distribution, Inc.
and can be terminated, with or
without cause and with or without
notice, at any time, by either you
or the Company.
	 
	 	 	 	 
	Approval	 	All terms and conditions as
described above are subject to
review, modification, and approval
of WESCO’s Compensation Committee or
Board of Directors.






	 	 	 	 	 

	Accepted on June 21, 2010

	 	   /s/ Kimberly G. Windrow                    
	 	 
	 

	 	                    Signature