exv10w1






Exhibit 10.1




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 Roy W. Haley (the
“Executive”). The Company and the Executive currently are parties to an Employment
Agreement dated June 5, 1998 (the “Existing Employment Agreement”). The parties wish to
amend and restate the Existing Employment Agreement to provide for the employment of the Executive
as Executive Chairman 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; 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 Executive
Chairman. As Executive Chairman of the Company, the Executive shall have such duties,
responsibilities and authorities consistent with such position as may be assigned to him by the
Company’s Board of Directors (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 shall comply with the Company’s policies applicable to executive
officers of the Company.



     1.2. Outside Activities. Consistent with his duties and responsibilities under
Section 1.1, the Executive may 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 not be required to perform his duties
under this Agreement in any particular location; provided, however, that the Executive may be
required to travel to the Company’s principal executive offices in Pittsburgh, Pennsylvania from
time to time in the performance of his duties under this Agreement.



2. Term of Employment. The term of the Executive’s employment by the Company under this
Agreement shall be for the period commencing on the Effective Date and ending upon the close of the
annual meeting of the Company’s stockholders which occurs in calendar year 2011 (the
“Employment Term”). The Employment Term shall be subject to earlier termination under
Section 5 or Section 6 or extension upon the mutual written agreement of the parties.



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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 $865,000 for the period from
the Effective Date through June 30, 2010, and $600,000 for the period from July 1, 2010 through
June 30, 2011, 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.



     3.2. 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. Notwithstanding anything herein,
effective July 1, 2010, the Executive will be entitled to an award of restricted stock units with a
grant date value equal to $2,600,000 (with the valuation based on the Company’s standard stock
award assumptions for accounting purposes) (the “July 2010 Award”). If, prior to July 1,
2010, the Executive’s employment is terminated by the Company without Cause (as defined in Section
5.2 below), by the Executive with Good Reason (as defined in Section 5.3 below), or due to death or
Disability (as defined in Section 6 below), the Executive (or in the event of his death, his
estate) shall still be entitled to receive the July 2010 Award on July 1, 2010 and such award shall
be deemed fully vested and nonforfeitable as of the grant date under those circumstances; provided,
however, that if the grant of the July 2010 Award to the Executive after his termination of
employment is prohibited by the Company’s long-term stock incentive plan or applicable law, the
Company shall pay the Executive (or in the event of his death, his estate) a cash payment, or other
equivalent value, in the amount of $2,600,000 as of July 1, 2010.



     3.3 No Annual Bonus Compensation. The Executive shall not be entitled to any annual
bonus compensation in respect of his employment during the Employment Term.



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.



     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



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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.



     4.4 Office Space and Secretarial Services. During the Employment Term, the Company
shall provide the Executive with reasonable office space and secretarial and administrative
assistance.



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; or (b) any
material reduction in the Executive’s authority, duties or responsibilities.



     5.4. Termination Due to Retirement. Notwithstanding any other provision of this
Agreement, the Executive’s employment under this Agreement may be terminated due to his



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Retirement (as defined below) in accordance with this Section 5.4. For purposes of this Agreement,
the Executive’s “Retirement” means (a) the expiration of the Employment Term in accordance
with the first sentence of Section 2, or (b) the termination of the Executive’s employment with the
Company and any direct or indirect subsidiary of the Company by mutual written agreement between
the Company and the Executive prior to the expiration of the Employment Term.



     5.5 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, Section 5.4 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 following:



     (a) the amount of the Executive’s accrued but unpaid Base Salary through the Date of
Termination;



     (b) 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 month following the month in which the Date
of Termination occurs and ending on June 30, 2011;



     (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; and



     (d) the Executive shall be fully vested in his stock options, stock appreciation rights and
other equity awards, including the July 2010 Award even if such termination occurs prior to July 1,
2010. Any and all vested stock options, stock appreciation rights and other equity awards,



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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.



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:



     (a) continue to receive;




     (i) 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 month following the month in
which the Date of Termination occurs and ending on June 30, 2011; and




     (ii) welfare benefits (on an equivalent basis to Section 7.4(a)(v) below);




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; and



     (b) be fully vested in his stock options, stock appreciation rights and other equity awards,
including the July 2010 Award even if such termination occurs prior to July 1, 2010. 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.



     7.3. By the Company for Cause or the Executive Without Good Reason. Subject to
Section 7.5, 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. In
addition, if the Executive’s employment is terminated by the Company for Cause, or if the Executive
terminates his employment other than for Good Reason, any and all unvested stock options, stock
appreciation rights and other equity awards will be immediately forfeited.



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



     (a) Subject to the provisions of Section 7.4(b), if 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 “Post-Employment 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 month following the month in which the Date
of Termination occurs and ending on June 30, 2011;




          (iii) 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 plan or program of the Company;




          (iv) the Executive shall be fully vested in his stock options, stock appreciation rights and
other equity awards, including the July 2010 Award even if such termination occurs prior to July 1,
2010. 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) twenty-four (24) months following the Date of Termination; and




          (v) 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) Conditions to Receipt of Post-Employment Benefits under Section 7.4(a).



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          (i) Release. As a condition to receiving any Post-Employment Benefits to which the
Executive may otherwise be entitled under Section 7.4(a), 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 Post-Employment Benefits, or
any 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 Post-Employment Benefits under Section 7.4(a) 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) 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. Retirement of the Executive. In the event of the Executive’s termination due to
Retirement pursuant to Section 5.4, the Executive shall be entitled to the following:



     (a) the amount of the Executive’s accrued but unpaid Base Salary through the Date of
Termination;



     (b) 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;



     (c) the Executive shall be fully vested in his stock options, stock appreciation rights and
other equity awards, including the July 2010 Award even if such termination occurs prior to July 1,
2010. 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) thirty-six (36) months following the Date of Termination; and



     (d) 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



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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.



     7.6. Post-Employment 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.



     7.7. Exclusive Benefits. The Post-Employment Benefits payable under Section 7.4(a),
if such benefits become applicable under the terms of this Agreement, 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
under any employee benefit plans or programs of the Company.



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



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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, Executive shall not become employed in an executive capacity
by, engage in business with, serve as an agent or consultant to, or become a partner, member,
principal or stockholder (other than a holder of (i) less than 1% of the outstanding voting shares
of any publicly held company or (ii) less than a controlling interest in any private equity fund or
non-public company) of, any Person that competes, anywhere in the United States, Canada or Mexico,
with any part of the business of the Company or any of its direct or indirect subsidiaries. For
purposes of this Section 8.3, the phrase employment “in an executive capacity” shall mean
employment in any position in connection with which Executive has or reasonably would be viewed as
having powers and authorities with respect to any other Person or any part of the business thereof
that are substantially similar, with respect thereto, to the powers and authorities assigned to the
Executive Chairman or any other executive officer of the Company. For purposes of this Section
8.3, the term “Person” means any natural person, firm, partnership, limited liability
company, association, corporation, company, trust, business trust, governmental authority or other
entity.



     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



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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.



     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



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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 June 5, 1998. 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 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



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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:



	 	 	 	 	 
	 

	 	(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:
	 
	 	 	 	 
	 

	 	 
	 	Roy W. Haley
	 

	 	 	 	5518 Sail Court
	 

	 	 	 	Orlando, FL 32819
	 
	 	 	 	 





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.



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     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 “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.



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     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 Directors




EXECUTIVE




/s/ Roy W. Haley

Roy W. Haley





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