exv10w2






Exhibit 10.2




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




September 1, 2009




     The parties to this Amended and Restated Employment Agreement (this “Agreement”) are
WESCO International, Inc., a Delaware corporation (the “Company”), and John J. Engel (the
“Executive”). The Company and the Executive currently are parties to an Employment
Agreement dated July 14, 2004 (the “Existing Employment Agreement”). The parties wish to
amend and restate the Existing Employment Agreement to provide for the employment of the Executive
as President and Chief Executive Officer of the Company as of the date first above written (the
“Effective Date”) and subject to the terms provided herein.



     Accordingly, the parties, intending to be legally bound, agree as follows:



1. Position and Duties.



     1.1. Titles; Reporting; Duties. During the Employment Term (as defined in Section 2),
the Company shall employ the Executive and the Executive shall serve the Company as its President
and Chief Executive Officer on an at-will basis. As President and Chief Executive Officer of the
Company, the Executive shall report to and otherwise shall be subject to the direction and control
of the Company’s Board of Directors (the “Board”) and shall have such duties,
responsibilities and authorities consistent with such position as may be assigned to him by the
Board from time to time. The Executive shall use his best efforts to promote the Company’s
interests and he shall perform his duties and responsibilities faithfully, diligently and to the
best of his ability, consistent with sound business practices. The Executive may be required to
provide services to, or otherwise serve as an officer or director of, any direct or indirect
subsidiary of the Company. The Executive shall comply with the Company’s policies applicable to
executive officers of the Company.



     1.2. Outside Activities. The Executive shall devote substantially all of his full
working time to the business and affairs of the Company. Notwithstanding the preceding sentence,
the Executive may, with the prior approval of the Board, engage in such other business and
charitable activities that do not violate Section 8, create a conflict of interest or the
appearance of a conflict of interest with the Company or materially interfere with the performance
of his obligations to the Company under this Agreement.



     1.3. Place of Employment. The Executive shall perform his duties under this Agreement
at the Company’s principal executive offices in Pittsburgh, Pennsylvania with the likelihood of
substantial business travel.


2. Term of Employment. The term of the Executive’s employment by the Company under this
Agreement shall be for a period of three (3) years commencing on the Effective Date (the
“Employment Term”). The Employment Term shall be subject to earlier termination under
Section 5 or Section 6 or extension as described in the next sentence. The Employment Term


1









 






shall be extended automatically for an additional year as of the third anniversary of the Effective
Date and as of each subsequent annual anniversary of the Effective Date (each such anniversary is
referred to herein as an “Anniversary Date”), unless at least one hundred eighty (180) days
prior to any such Anniversary Date either party shall have given notice to the other party that the
Employment Term shall not be so extended.




3. Compensation.




     3.1. Base Salary. During the Employment Term, the Executive shall be entitled to
receive a base salary (“Base Salary”) at the annual rate of $725,000 for services rendered
to the Company or any of its direct or indirect subsidiaries, payable semi-monthly in accordance
with the Company’s regular payroll practices. The Executive’s Base Salary will be reviewed
annually by the Compensation Committee of the Board and may be adjusted in the Compensation
Committee’s discretion.



     3.2. Annual Bonus Compensation. During the Employment Term, the Executive also shall
be entitled to receive incentive compensation (“Bonus”) in such amounts, ranging from 0% to
200% of Base Salary, and at such times as the Compensation Committee of the Board may determine in
its discretion to award to him under any incentive compensation or other bonus plan or plans for
senior executives of the Company as may be established by the Company from time to time
(collectively, the “Executive Bonus Plan”). The Executive annual target bonus opportunity
(a “Bonus Opportunity”) shall not be less than 100% of the Executive’s Base Salary. Such
Bonus amounts shall be based upon the degree of achievement of corporate and individual performance
criteria as may be established by the Compensation Committee of the Board. For any partial year,
the Bonus opportunity shall be prorated based upon the number of days worked during such year.



     3.3. Equity Awards. Future grants of stock options, stock appreciation rights,
restricted stock or other forms of equity awards to the Executive shall be subject to the Company’s
long-term stock incentive plan and shall be based upon performance and award guidelines established
periodically by the Compensation Committee of the Board.



4. Expenses and Other Benefits.




     4.1. Reimbursement of Expenses. During the Employment Term, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by him (in accordance
with the policies and practices presently followed by the Company or as may be established by the
Board for its senior executive officers) in performing services under this Agreement, provided that
the Executive properly accounts for such expenses in accordance with the Company’s policies.



     4.2. Employee Benefits. During the Employment Term, the Executive shall be entitled
to participate in and to receive benefits as a senior executive under all of the Company’s employee
benefit plans, programs and arrangements available to senior executives, subject to the eligibility
criteria and other terms and conditions thereof, as such plans, programs and
arrangements may be duly amended, terminated, approved or adopted by the Board from time to time.



2









 





     4.3. Perquisites. During the Employment Term, the Executive shall be entitled to
participate in and to receive the perquisites available to senior executives, including an
automobile allowance and club memberships, subject to the terms and conditions thereof, as such
perquisite programs and arrangements may be duly amended, terminated, approved or adopted by the
Board from time to time.



5. Termination of Employment.




     5.1. Death. The Executive’s employment under this Agreement shall terminate upon his
death.



     5.2. Termination by the Company. The Executive’s employment under this Agreement
shall be employment-at-will. The Company may terminate the Executive’s employment under this
Agreement at any time with or without Cause (as defined below). For purposes of this Agreement,
the Company shall have “Cause” to terminate the Executive’s employment under this Agreement
and may complete such termination within 30 days after the Company gives notice to the Executive
that it believes it has cause to terminate his employment by reason of any of the following: (a) a
material breach of this Agreement by the Executive; (b) the Executive 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 the Company, its customers, employees,
suppliers, or shareholders; (c) the Executive’s failure to timely and adequately perform his duties
under the Agreement; or (d) the Executive’s material breach of any manual or written policy, code
or procedure of the Company. If such termination is for Cause, the Company shall give the
Executive written notice, which shall identify with reasonable specificity the grounds for the
Executive’s for Cause termination and provide the Executive with thirty (30) days from the day such
notice is given to cure the alleged grounds constituting the for Cause termination contained in the
notice.



     5.3. Termination by the Executive. The Executive may terminate his employment under
this Agreement with or without Good Reason (as defined below). If such termination is with Good
Reason, the Executive shall give the Company written notice, which shall identify with reasonable
specificity the grounds for the Executive’s resignation and provide the Company 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 the Executive to the
Company more than sixty (60) days after the occurrence of the event that the Executive alleges is
Good Reason for his termination hereunder. For purposes of this Agreement, “Good Reason”
shall mean any of the following to which the Executive shall not consent in writing: (a) a
reduction in the Executive’s Base Salary, excluding any reduction that occurs in connection with an
across-the-board reduction of the salaries of the entire senior management team; (b) a relocation
of the Executive’s primary place of employment to a location more than 50 miles from Pittsburgh,
Pennsylvania; or (c) any material reduction in the Executive’s offices, titles, authority, duties
or responsibilities.



3









 





     5.4. Date of Termination. “Date of Termination” shall mean the earlier of (a) the
date of expiration of the Employment Term (as set forth in Section 2) and (b) if the Executive’s
employment is terminated (i) by his death, the date of his death, or (ii) pursuant to the
provisions of Section 5.2, Section 5.3 or Section 6, as the case may be, the date on which the
Executive’s employment with the Company actually terminates.


6. Disability. The Executive shall be determined to be “Disabled” (and the
provisions of this Section 6 shall be applicable) if the Executive is unable to perform his duties
under this Agreement on essentially a full-time basis for six (6) consecutive months by reason of a
physical or mental condition that is expected to result in death or to last for at least twelve
(12) months (a “Disability”) and, within thirty (30) days after the Company gives notice to
the Executive that it intends to replace him due to his Disability, the Executive shall not have
returned to the performance of his duties on essentially a full-time basis. Upon a determination
that the Executive is Disabled, the Company may replace the Executive without breaching this
Agreement. The determination of whether the Executive has a Disability is intended to be made in
accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and the regulations thereunder.




7. Compensation of the Executive upon Termination.




     7.1. Death. If the Executive’s employment under this Agreement is terminated by
reason of his death, the Company shall pay to the person or persons designated by the Executive for
that purpose in a notice filed with the Company, or, if no such person shall have been so
designated, to his estate, the amount of (a) the Executive’s accrued but unpaid Base Salary through
the Date of Termination, (b) any accrued but unpaid Bonus; provided that such Bonus is determined
to have been earned under the terms of the Executive Bonus Plan and provided that such Bonus shall
be payable at such time as the bonuses of other senior executives are payable by the Company and
(c) any other amounts that may be reimbursable or payable by the Company to the Executive as
expressly provided under this Agreement or under any employee benefit plans or programs of the
Company. In addition, the Executive shall be fully vested in his stock options, stock appreciation
rights and other equity awards. Any and all vested stock options, stock appreciation rights and
other equity awards, including those that became vested pursuant to the immediately preceding
sentence, will remain exercisable, if applicable, for a period up to the earlier of (i) the
expiration of the applicable term of the award and (ii) twenty-four (24) months following the Date
of Termination by reason of Executive’s death. Any amounts payable under this Section 7.1 shall be
exclusive of and in addition to any payments which the Executive’s widow, beneficiaries or estate
may be entitled to receive pursuant to any employee benefit plan or program maintained by the
Company.



     7.2. Disability. In the event of the Executive’s termination by reason of Disability
pursuant to Section 6, the Executive shall continue to receive his Base Salary as well as all
welfare benefits (on an equivalent basis to Section 7.4(a)(v) below) through the Date of
Termination; provided, however, that such Base Salary payments and continued benefits shall be
offset dollar-for-dollar by the amount of any disability income payments provided to the Executive
under any Company disability policy to the extent that such disability insurance was funded by the
Company. In addition, the Executive shall be fully vested in his stock options,



4









 







stock appreciation rights and other equity awards. Any and all vested stock options, stock
appreciation rights and other equity awards, including those that became vested pursuant to the
immediately preceding sentence, will remain exercisable, if applicable, for a period up to the
earlier of (i) the expiration of the applicable term of the award and (ii) twenty-four (24) months
following the Date of Termination by reason of Disability.



     7.3. By the Company for Cause or the Executive Without Good Reason. If the
Executive’s employment is terminated by the Company for Cause, or if the Executive terminates his
employment other than for Good Reason, the Company shall pay to the Executive, within thirty (30)
days of the Date of Termination, the amount of any accrued but unpaid Base Salary through the Date
of Termination and the Company thereafter shall have no further obligation to the Executive under
this Agreement, other than for payment of any amounts accrued and vested or reimbursable or payable
under any employee benefit plans or programs of the Company.



     7.4. By the Executive for Good Reason or the Company other than for Cause. 



     (a) Severance Benefits on Non-Change in Control Termination. Subject to the
provisions of Section 7.4(b) and Section 7.4(d), if prior to the occurrence of a Change in Control
or more than two (2) years after the occurrence of a Change in Control the Company terminates the
Executive’s employment without Cause, or the Executive terminates his employment for Good Reason,
then the Executive shall be entitled to the following benefits (the “Severance Benefits”):



          (i) the sum of his accrued but unpaid Base Salary through the Date of Termination, that
amount being payable in a single lump sum cash payment within thirty (30) days of the Date of
Termination;




          (ii) an amount equal to one-twelfth (1/12) of the Executive’s Base Salary in effect as of the
Date of Termination, such amount being payable in each of the first twenty-four (24) months
following the month in which the Date of Termination occurs;




          (iii) an amount equal to the Executive’s annual target Bonus Opportunity for the fiscal year
in which the Date of Termination occurs, that amount being payable in a single lump sum cash
payment at the end of the applicable fiscal year;




          (iv) any other amounts that may be reimbursable or payable by the Company to the Executive as
of the Date of Termination as expressly provided under this Agreement or under any employee benefit
plans or programs of the Company;




          (v) the Executive shall be fully vested in his stock options, stock appreciation rights and
other equity awards except for any such stock options, stock appreciation rights and other equity
awards that will remain unvested and be forfeited if their vesting is specifically conditioned on
the achievement of operational and/or financial performance criteria that have not been met. Any
and all vested stock options, stock appreciation rights and other equity awards, including those
that became vested pursuant to the immediately preceding sentence, will remain




5









 




exercisable, if applicable, for a period up to the earlier of (A) the expiration of the
applicable term of the award and (B) eighteen (18) months following the Date of Termination; and




          (vi) for a period of twenty-four (24) months after the Date of Termination, the Executive and
his applicable dependents shall be provided with coverage under or substantially similar to the
health, dental and vision benefits that the Executive was receiving under such plans immediately
prior to the Date of Termination, subject to the payment by the Executive of any employee portion
of the applicable monthly premiums for such coverage then in effect; provided, that with respect to
coverage provided after the eighteen (18)-month COBRA (i.e., the Consolidated Omnibus Budget
Reconciliation Act of 1985) coverage period, the entire applicable premium cost shall be charged to
the Executive for such coverage and the Company shall reimburse the Executive for the cost of the
premium in excess of the applicable employee-paid portion; provided, further, such reimbursement
shall be available only to the extent that (1) such premium expense is actually incurred for any
particular calendar year and reasonably substantiated; (2) such reimbursement shall be made no
later than the end of the calendar year following the year in which such expense is incurred by the
Executive or his applicable dependents; (3) no reimbursement provided for any expense incurred in
one taxable year shall affect the amount available in another taxable year; and (4) the right to
this reimbursement is not subject to liquidation or exchange for another benefit.




     (b) Change in Control Benefits. Subject to the provisions of Section 7.4(d), if
within the two (2)-year period following the occurrence of a Change in Control the Company
terminates the Executive’s employment without Cause, or the Executive terminates his employment for
Good Reason, then the Executive shall be entitled to the following Severance Benefits:



          (i) the sum of his accrued but unpaid Base Salary through the Date of Termination, that
amount being payable in a single lump sum cash payment within thirty (30) days of the Date of
Termination;




          (ii) a cash amount equal to two (2) times the sum of (A) the Executive’s annual Base Salary
in effect at the Date of Termination and (B) the Executive’s annual target Bonus Opportunity for
the fiscal year in which the Date of Termination occurs, that amount being payable in a single lump
sum cash payment within thirty (30) days of the Date of Termination;




          (iii) an amount equal to the Executive’s pro rata Bonus for the fiscal year in which the Date
of Termination occurs, if such Bonus is deemed earned under the Executive Bonus Plan, payable at
such time as bonuses for the annual period are paid to other executive officers of the Company
(such pro rata Bonus shall be based on a fraction, the numerator of which is the number of days
from the first day of the fiscal year of the Company in which such termination occurs through and
including the Date of Termination and the denominator of which is 365);




          (iv) any other amounts that may be reimbursable or payable by the Company to the Executive as
of the Date of Termination as expressly provided under this Agreement or under any employee benefit
plans or programs of the Company;




6









 





          (v) the Executive shall be fully vested in his stock options, stock appreciation rights and
other equity awards except for any such stock options, stock appreciation rights and other equity
awards that will remain unvested and be forfeited if their vesting is specifically conditioned on
the achievement of operational and/or financial performance criteria that have not been met. Any
and all vested stock options, stock appreciation rights and other equity awards, including those
that became vested pursuant to the immediately preceding sentence, will remain exercisable, if
applicable, for a period up to the earlier of (A) the expiration of the applicable term of the
award and (B) eighteen (18) months following the Date of Termination; and




          (vi) for a period of twenty-four (24) months after the Date of Termination, the Executive and
his applicable dependents shall be provided with coverage under or substantially similar to the
health, dental and vision benefits that the Executive was receiving under such plans immediately
prior to the Date of Termination, subject to the payment by the Executive of any employee portion
of the applicable monthly premiums for such coverage then in effect; provided, that with respect to
coverage provided after the eighteen (18)-month COBRA coverage period, the entire applicable
premium cost shall be charged to the Executive for such coverage and the Company shall reimburse
the Executive for the cost of the premium in excess of the applicable employee-paid portion;
provided, further, such reimbursement shall be available only to the extent that (1) such premium
expense is actually incurred for any particular calendar year and reasonably substantiated; (2)
such reimbursement shall be made no later than the end of the calendar year following the year in
which such expense is incurred by the Executive or his applicable dependents; (3) no reimbursement
provided for any expense incurred in one taxable year shall affect the amount available in another
taxable year; and (4) the right to this reimbursement is not subject to liquidation or exchange for
another benefit.




     (c) Definition of Change in Control. For purposes of this Agreement, a “Change
in Control” shall have the meaning given to such term in the Company’s Long-Term Incentive
Plan; provided, however, that “Change in Control” shall have the definition of “Change in Control”
contained in Section 409A of the Code in any instance in which amounts are paid under this
Agreement as a result of a Change in Control and such amounts are treated as deferred compensation
under Section 409A.



     (d) Conditions to Receipt of Severance Benefits under Section 7.4(a).



          (i) Release. As a condition to receiving any Severance Benefits to which the
Executive may otherwise be entitled under Section 7.4(a) or (b), the Executive shall execute a
release (the “Release”), which shall include an affirmation of the restrictive covenants
set forth in Section 8 and a non-disparagement provision, in a form and substance satisfactory to
the Company, of any claims, whether arising under federal, state or local statute, common law or
otherwise, against the Company and its direct or indirect subsidiaries which arise or may have
arisen on or before the date of the Release, other than any claims under this Agreement or any
rights to indemnification from the Company and its direct or indirect subsidiaries pursuant to any
provisions of the Company’s (or any of its subsidiaries’) articles of incorporation or by-laws or
any directors and officers liability insurance policies maintained by the Company. If the
Executive fails or otherwise refuses to execute a Release within a reasonable time after the
Company’s request to do so, the Executive shall not be entitled to any Severance Benefits, or any




7









 




other benefits provided under this Agreement and the Company shall have no further obligations
with respect to the payment of those benefits except as may be required by law.




          (ii) Limitation on Benefits. If, following a termination of employment that gives
the Executive a right to the payment of Severance Benefits under Section 7.4(a) or (b) the
Executive violates in any material respect any of the covenants in Section 8 or as otherwise set
forth in the Release, the Executive shall have no further right or claim to any payments or other
benefits to which the Executive may otherwise be entitled under Section 7.4(a) or (b) from and
after the date on which the Executive engages in such activities and the Company shall have no
further obligations with respect to such payments or benefits; provided, however, that the
covenants in Section 8 shall continue in full force and effect.




     7.5. Severance Benefits Not Includable for Employee Benefits Purposes. Except to the
extent the terms of any applicable benefit plan, policy or program provide otherwise, any benefit
programs of the Company that takes into account the Executive’s income shall exclude any and all
severance payments and benefits provided under this Agreement.



     7.6. Exclusive Benefits. The Severance Benefits payable under Section 7.4(a) and the
Severance Benefits payable under Section 7.4(b), if either benefits become applicable under the
terms of this Agreement, shall be mutually exclusive and shall be in lieu of any other severance or
similar benefits that would otherwise be payable under any other agreement, plan, program or policy
of the Company. In addition, the Company and the Executive agree that, in the event of a
termination of the Executive’s employment under any provision of Section 5, the Executive shall be
entitled solely to the payments and other benefits provided under the applicable provisions of this
Section 7 with respect to such termination, and the Company, upon satisfaction of such payments and
other benefits, thereafter shall have no further obligation to the Executive under this Agreement
or with respect to the Executive’s employment with the Company or any direct or indirect
subsidiaries of the Company, other than for payment of any amounts accrued and vested or
reimbursable or payable under any employee benefit plans or programs of the Company.



     7.7. Certain Additional Payments by the Company.



     (a) Calculation of Gross-Up Payment. Notwithstanding anything in this Agreement to
the contrary, the Company’s regular outside independent public accounting firm or its regular
outside law firm (the “Professional Firm”) shall determine, promptly following the
occurrence of a Change in Control, whether any economic benefit, payment or distribution by the
Company to or for the benefit of the Executive, whether paid, payable, distributed or distributable
pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the
excise tax imposed by Section 4999 of the Code, (such excise tax referred to in this Agreement as
the “Excise Tax”). In the event it is determined that the present value of all Payments
which constitute “parachute payments” (calculated in accordance with Section 280G of the Code and
the regulations thereunder), in the aggregate, exceeds three (3) times the Executive’s “base
amount” (within the meaning of Section 280G(b)(3) of the Code) (the “Safe Harbor Amount”)
by an amount equal to ten percent (10%) of the Safe Harbor Amount, then the Executive shall be
entitled to receive an additional payment (a “Gross-Up-Payment”) in an amount such that
after



8









 







payment by the Executive of all applicable federal, state and local income and excise taxes, the
Executive retains an amount equal to the amount he would have retained had no Excise Tax been
imposed upon the Payment, provided, if the present value of all such Payments, in the
aggregate, exceeds the Safe Harbor Amount by an amount equal to less than ten percent (10%) of the
Safe Harbor Amount, then the value of any such Payments shall be reduced by such amount as
determined by the Professional Firm so that the present value of all such Payments, in the
aggregate, equals the Safe Harbor Amount minus one dollar ($1.00). The initial Gross-Up Payment,
if any, as determined pursuant to this Section 7.7(a), shall be paid to the Executive within thirty
(30) days of the Date of Termination or, if later, within five (5) business days of the receipt of
the Professional Firm’s determination. With respect to all determinations made by the Professional
Firm under this Section 7.7, the Professional Firm shall provide detailed supporting calculations
both to the Company and the Executive within thirty (30) business days of the Date of Termination,
if applicable, or such earlier time as is requested by the Company. All determinations by the
Professional Firm under this Agreement shall be binding upon the Company and the Executive.



     (b) Underpayment. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Firm, it is possible that Gross-Up
Payments that have not been made by the Company should have been made (“Underpayment”). In
the event that the Executive is required to make a payment of any Excise Tax, the Professional 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.



     (c) Administrative Provisions. In consideration of the Company’s agreement to make
the payments described above, the Executive agrees (i) to provide the Company any information
reasonably requested by it relating to the Gross-Up Payment, (ii) to take such actions as the
Company reasonably requests and otherwise cooperate in good faith with the Company to contest the
Executive’s obligation to pay any applicable tax amounts relating to the Excise Tax or the Gross-Up
Payment, and (iii) to permit the Company to participate in any proceedings contesting the
Executive’s obligation to pay any applicable Excise Tax or other tax amounts relating to the
Gross-Up Payment. Should it ultimately be determined that any amount of the Gross-Up Payment
reimbursed or paid to or on behalf of the Executive hereunder is not properly owed by the Executive
or is otherwise refunded to the Executive, the Executive shall repay to the Company the related
amount of the Gross-Up Payment. For purposes of Section 409A of the Code and not by way of
limitation of any of the foregoing provisions, in no event shall any payment or distribution of the
Gross-Up Payment be made later than the last day of the calendar year next following the calendar
year in which the Executive pays the related Excise Tax or any federal, state and local income
taxes on the Gross-Up Payment.



     7.8. Consulting and Cooperation. In connection with the Executive’s termination of
employment, at the Company’s request, the Executive shall enter into an agreement with the Company
under which, for a period of up to twenty-four (24) months following the Date of Termination, the
Executive shall consult and cooperate with the Company and its representatives with respect to such
matters, and for such compensation, as the parties may mutually agree.



9









 




8. Restrictive Covenants.


     8.1. Confidential Information. The Executive hereby acknowledges that in connection
with his employment by the Company he will be exposed to and may obtain certain information
(including, without limitation, procedures, memoranda, notes, records and customer and supplier
lists whether such information has been or is made, developed or compiled by the Executive or
otherwise has been or is made available to him) regarding the business and operations of the
Company and its subsidiaries or affiliates. The Executive further acknowledges that such
information and procedures are unique, valuable, considered trade secrets and deemed proprietary by
the Company. For purposes of this Agreement, such information and procedures shall be referred to
as “Confidential Information.” The Executive agrees that all Confidential Information is
and shall remain the property of the Company. The Executive further agrees, except as otherwise
required by law and for disclosures occurring in the good faith performance of his duties for the
Company, while employed by the Company hereunder and for a period of five (5) years thereafter, to
hold in the strictest confidence all Confidential Information, and not to, directly or indirectly,
duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to any person or entity
any portion of the Confidential Information or use any Confidential Information for his own benefit
or profit or allow any person, entity or third party, other than the Company and authorized
executives of the same, to use or otherwise gain access to any Confidential Information.


     8.2. Return of Property. Upon the termination of his employment with the Company or
upon the request of the Company at any time, the Executive shall promptly deliver to the Company,
and shall retain no copies of, any written materials, records and documents made by the Executive
or coming into his possession concerning the business or affairs of the Company or its direct or
indirect subsidiaries; provided, however, that the Executive shall be permitted to retain copies of
any documents or materials of a personal nature or otherwise related to the Executive’s rights
under this Agreement.


     8.3. Non Competition. During the Employment Term and for a period of twenty-four (24)
months after the Date of Termination, the Executive shall not, unless he receives the prior written
consent of the Company, directly or indirectly, own an interest in, manage, operate, join, control,
lend money or render financial or other assistance to, participate in or be connected with, as an
officer, employee, partner, stockholder, consultant or otherwise, or engage in any activity or
capacity (collectively, the “Competitive Activities”) with respect to any individual,
partnership, limited liability company, firm, corporation or other business organization or entity
(each, a “Person”), that is engaged directly or indirectly in the distribution of
electrical construction products or electrical and industrial maintenance, repair and operating
supplies, or the provision of integrated supply services, or that is in competition with any of the
business activities of the Company or its direct or indirect subsidiaries anywhere in the world;
provided, however, that the foregoing (a) shall not apply with respect to any line-of-business in
which the Company or its direct or indirect subsidiaries was not engaged on or before the Date of
Termination, and (b) shall not prohibit the Executive from owning, or otherwise having an interest
in, less than one percent (1%) of any publicly-owned entity or three percent (3%) of any private
equity fund or similar investment fund that invests in companies engaged in the distribution of
electrical construction products or electrical and industrial maintenance, repair and operating
supplies, or the provision of integrated supply services, provided the Executive has
no active role with respect to any investment by such fund in any Person referred to in this
Section 8.3.


10








 





     8.4. Non-Solicitation. During the Employment Term and for a period of twenty-four
(24) months after the Date of Termination, the Executive shall not, whether for his own account or
for the account of any other Person (other than the Company or its direct or indirect
subsidiaries), intentionally solicit, endeavor to entice away from the Company or its direct or
indirect subsidiaries, or otherwise interfere with the relationship of the Company or its direct or
indirect subsidiaries with, (a) any person who is employed by the Company or its direct or indirect
subsidiaries (including any independent sales representatives or organizations), or (b) any client
or customer of the Company or its direct or indirect subsidiaries.



     8.5. Assignment of Developments. If at any time or times during the Executive’s
employment, whether during work hours or off-duty hours, the Executive shall (either alone or with
others) make, conceive, create, discover, invent or reduce to practice any Development (as defined
below) that (i) relates to the business of the Company or any customer of or supplier to the
Company or any of the products or services being developed, manufactured or sold by the Company or
which may be used in relation therewith; or (ii) results from tasks assigned to the Executive by
the Company; or (iii) results from the use of premises or personal property (whether tangible or
intangible) owned, leased or contracted for by the Company, then all such Developments and the
benefits thereof are and shall immediately become the sole and absolute property of the Company and
its assigns, as works made for hire or otherwise. The term “Development” shall mean any
invention, modification, discovery, design, development, improvement, process, software program,
work of authorship, documentation, technique, know-how, trade secret or intellectual property right
whatsoever or any interest therein (whether or not patentable or registerable under copyright,
trademark or similar statutes or subject to analogous protection). The Executive shall promptly
disclose to the Company (or any persons designated by it) each such Development. The Executive
hereby assigns all rights (including, but not limited to, rights to inventions, patentable subject
matter, copyrights and trademarks) the Executive may have or may acquire in the Developments and
all benefits and/or rights resulting therefrom to the Company and its assigns without further
compensation and shall communicate, without cost or delay, and without disclosing to others the
same, all available information relating thereto (with all necessary plans and models) to the
Company.



     8.6. Injunctive Relief. The Executive acknowledges that a breach of any of the
covenants contained in this Section 8 may result in material, irreparable injury to the Company for
which there is no adequate remedy at law, that it shall not be possible to measure damages for such
injuries precisely and that, in the event of such a breach or threat of breach, the Company shall
be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction
restraining the Executive from engaging in activities prohibited by this Section 8 or such other
relief as may be required to specifically enforce any of the covenants in this Section 8. To the
extent that the Company seeks a temporary restraining order (but not a preliminary or permanent
injunction), the Executive agrees that a temporary restraining order may be obtained ex parte.



11









 





     8.7. Adjustment of Covenants. The parties consider the covenants and restrictions
contained in this Section 8 to be reasonable. However, if and when any such covenant or restriction
is found to be void or unenforceable and would have been valid had some part of it been deleted or
had its scope of application been modified, such covenant or restriction shall be deemed to have
been applied with such modification as would be necessary and consistent with the intent of the
parties to have made it valid, enforceable and effective.



9. Miscellaneous.




     9.1. Assignment; Successors; Binding Agreement. This Agreement may not be assigned by
either party, whether by operation of law or otherwise, without the prior written consent of the
other party, except that any right, title or interest of the Company arising out of this Agreement
may be assigned to any corporation or entity controlling, controlled by, or under common control
with the Company, or succeeding to the business and substantially all of the assets of the Company
or any affiliates for which the Executive performs substantial services. Subject to the foregoing,
this Agreement shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, legatees, devisees, personal representatives, successors and assigns.



     9.2. Modification and Waiver. Except as otherwise provided below, no provision of
this Agreement may be modified, waived, or discharged unless such waiver, modification or discharge
is duly approved by the Board and is agreed to in writing by the Executive and such officer(s) as
may be specifically authorized by the Board to effect it. Notwithstanding the foregoing, in the
event that the provisions of the Company’s Corporate Governance Guidelines related to executive
employment agreements are revised during the Employment Term, the Company may make changes to this
Agreement, without the consent of the Executive, in order to conform this Agreement with such
revised Guidelines. No waiver by any party of any breach by any other party of, or of compliance
with, any term or condition of this Agreement to be performed by any other party, at any time,
shall constitute a waiver of similar or dissimilar terms or conditions at that time or at any prior
or subsequent time.



     9.3. Entire Agreement. This Agreement embodies the entire understanding of the
parties hereof, and supersedes all other oral or written agreements or understandings between them
regarding the subject matter hereof, including the Employment Agreement between the Company and the
Executive dated July 14, 2004. No agreement or representation, oral or otherwise, express or
implied, with respect to the subject matter of this Agreement, has been made by either party which
is not set forth expressly in this Agreement.



     9.4. Governing Law. The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania other than the
conflict of laws provision thereof.



     9.5. Consent to Jurisdiction and Service of Process.



     (a) Disputes Other Than Those Under Section 8. In the event of any dispute relating
to this Agreement, other than a dispute relating solely to Section 8, the parties shall use their
best



12









 







efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall
consult and negotiate with each other in good faith and, recognizing their mutual interests,
attempt to reach a just and equitable solution satisfactory to both parties. If such a dispute
cannot be settled through negotiation, the parties agree first to try in good faith to settle the
dispute by mediation administered by the American Arbitration Association under its Commercial
Mediation Rules before resorting to arbitration, litigation, or some other dispute resolution
procedure. If the parties do not reach such solution through negotiation or mediation within a
period of sixty (60) days, then, upon notice by either party to the other, all disputes, claims,
questions, or differences shall be finally settled by arbitration administered by the American
Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The
arbitrator shall be selected by agreement of the parties or, if they do not agree on an arbitrator
within thirty (30) days after either party has notified the other of his or its desire to have the
question settled by arbitration, then the arbitrator shall be selected pursuant to the procedures
of the American Arbitration Association (the “AAA”) in Pittsburgh, Pennsylvania. The
determination reached in such arbitration shall be final and binding on all parties. Enforcement of
the determination by such arbitrator may be sought in any court of competent jurisdiction. Unless
otherwise agreed by the parties, any such arbitration shall take place in Pittsburgh, Pennsylvania,
and shall be conducted in accordance with the Commercial Arbitration Rules of the AAA.



     (b) Disputes Under Section 8. In the event of any dispute, controversy or claim
between the Company and the Executive arising out of or relating to the interpretation, application
or enforcement of the provisions of Section 8, the Company and the Executive agree and consent to
the personal jurisdiction of the County Courts in Allegheny County, Pennsylvania and/or the United
States District Court for the Western District of Pennsylvania for resolution of the dispute,
controversy or claim, and that those courts, and only those courts, shall have exclusive
jurisdiction to determine any dispute, controversy or claim related to, arising under or in
connection with Section 8 of this Agreement. The Company and the Executive also agree that those
courts are convenient forums for the parties to any such dispute, controversy or claim and for any
potential witnesses and that process issued out of any such court or in accordance with the rules
of practice of that court may be served by mail or other forms of substituted service to the
Company at the address of its principal executive offices and to the Executive at his last known
address as reflected in the Company’s records.



     9.6. Withholding of Taxes. The Company shall withhold from any amounts payable under
the Agreement all federal, state, local or other taxes as legally shall be required to be withheld.



     9.7. Notice. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand, mailed within the
continental United States by first class certified mail, return receipt requested, postage prepaid
or sent via a nationally-recognized overnight courier or by facsimile transmission, addressed as
follows:



13









 





	 	 	 	 	 
	 

	 	 	 	 
	 

	 	(a)
	 	to the Company, to:
	 
	 	 	 	 
	 

	 	 
	 	WESCO International, Inc.
	 

	 	 
	 	Suite 700
	 

	 	 
	 	225 West Station Square Drive
	 

	 	 
	 	Pittsburgh, PA 15219
	 

	 	 
	 	Attention: Law Department
	 

	 	 
	 	Fax: 412-222-0270
	 
	 	 	 	 
	 

	 	(b)
	 	to the Executive, to:
	 
	 	 	 	 
	 

	 	 
	 	John J. Engel
	 

	 	 
	 	1507 Fox Chase Lane
	 

	 	 	 	Upper St. Clair, PA 15241





Addresses may be changed by written notice sent to the other party at the last recorded address of
that party.




     9.8. Severability. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.



     9.9. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together shall constitute one and the
same instrument.



     9.10. Headings. The headings used in this Agreement are for convenience only, do not
constitute a part of the Agreement, and shall not be deemed to limit, characterize, or affect in
any way the provisions of the Agreement, and all provisions of the Agreement shall be construed as
if no headings had been used in the Agreement.



     9.11. Construction. As used in this Agreement, unless the context otherwise requires:
(a) the terms defined herein shall have the meanings set forth herein for all purposes; (b)
references to “Section” are to a section hereof; (c) “include,” “includes” and “including” are
deemed to be followed by “without limitation” whether or not they are in fact followed by such
words or words of like import; (d) “writing,” “written” and comparable terms refer to printing,
typing, lithography and other means of reproducing words in a visible form; (e) “hereof,” “herein,”
“hereunder” and comparable terms refer to the entirety of this Agreement and not to any particular
section or other subdivision hereof or attachment hereto; (f) references to any gender include
references to all genders; and (g) references to any agreement or other instrument or statute or
regulation are referred to as amended or supplemented from time to time (and, in the case of a
statute or regulation, to any successor provision).



     9.12 Compliance with Section 409A. Notwithstanding any other provisions of this
Agreement to the contrary, and solely to the extent necessary for compliance with Section 409A of
the Code and not otherwise eligible for exclusion from the requirements of Section 409A, if as of
the date of Employee’s “separation from service” (within the meaning of Section 409A of the Code
and the applicable regulations) from the Company, (i) Employee is deemed to be a



14









 




“Specified Employee” and (ii) the Company or any member of a controlled group including the Company
is publicly traded on an established securities market or otherwise, no payment or other
distribution required to be made to Employee hereunder (including any payment of cash, any transfer
of property and any provision of taxable benefits) solely as a result of Employee’s separation from
service shall be made earlier than the first day of the seventh month following the date on which
the Employee separates from service with the Company.




15









 








     IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date and year first above
written.



WESCO INTERNATIONAL, INC.




By: /s/ William Vareschi

Title: Presiding Director




EXECUTIVE]




/s/ John J. Engel

John J. Engel





16