exv10w19






EXHIBIT 10.19




This Document Constitutes Part of a 

Prospectus Covering Securities that Have Been

Registered Under the Securities Act of 1933




2008 Restricted Stock Unit Grant Agreement




     This Grant is made as of the 1st day of March, 2008 (“Date of Grant”) by
Anixter International Inc., a Delaware corporation (the “Company”), to «FirstName» «LastName»
(“Participant”).



     Section 1. Grant of Stock Units. On the terms and conditions stated herein, the
Company hereby grants to the Participant «RSU» stock units (“Units”), convertible to shares of the
Company on a one-for-one basis.



     Section 2. Vesting, Conversion and Forfeiture. One third of the Units shall vest on
each anniversary of the Date of Grant beginning with the «VestAnniv» anniversary of the Date of
Grant. Units shall convert to shares of stock on the date they vest. If at a time the Units are
not vested (i) Participant’s employment with Company is terminated or (ii) any transfer of the
Units shall be made in violation of this Agreement, the Units and any distributions thereon shall
be forfeited and, in the case of transfer, may be reacquired by the Company, upon notice to
Participant or any transferee, at no cost to the Company.



     Section 3. Prohibited Transfers. Any sale, hypothecation, encumbrance or other
transfer of Units is prohibited unless the same shall have been consented to in advance in writing
by the Company (which consent may be withheld in the sole discretion of the Company).



     Section 4. Withholding Taxes. As a condition to the grant, vesting or conversion of
the Units acquired hereunder, the Company shall withhold the number of whole Units required for the
satisfaction of any Federal, state or local withholding tax obligations that may arise in
connection therewith.



     Section 5. Retention of Certificate and Any Distributions. The Treasurer or any
Assistant Treasurer shall retain on behalf of Participant, until the Units are converted, all
certificates and distributions pertaining to the Units. Upon conversion and subject to the
withholding of the number of Units sufficient for payment of withholding tax, the certificates and
all distributions (with or without interest on any cash distributions, as determined from time to
time by the Company in its sole discretion) shall be delivered to Participant.



     Section 6. Parties in Interest. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, executors, administrators,
successors, assigns and personal representatives.



     Section 7. Specific Performance. In the event of a breach of this Agreement by any
party hereto, any other party hereto shall be entitled to secure specific performance of this
Agreement in any court of competent jurisdiction.



 









 





2008 Restricted Stock Unit Grant Agreement

Page 2




     Section 8. Notices, etc. All notices and other communications required or permitted
hereunder will be in writing and will be mailed by first-class mail, postage prepaid, addressed (a)
if to Company at:


2301 Patriot Boulevard

Glenview, Illinois 60026

Attn: General Counsel



or at such address as Company will have furnished to Participant in writing, or (b) if to
Participant at:



Then current address in

the records of Company.



or at such other address as Participant will have furnished to Company in writing in accordance
with this Section.




     All notices and other communications to be given hereunder shall be given in writing. Except
as otherwise specifically provided herein, all notices and other communications hereunder shall be
deemed to have been given if personally delivered to the party being served, or two business days
after mailing thereof by registered mail, return receipt requested, postage prepaid, to the
requisite address set forth above (until notice of change thereof is served in the manner provided
in this Section).



     Section 9. No Right to Employment. Nothing in this Agreement or in the act of
granting the Units to Participant shall give Participant any rights to continue to be employed by
Company.



     In Witness Whereof, the Company has caused this Grant to be executed on its behalf by
its officer duly authorized to act on behalf of the Company.



Anixter International Inc.

   a Delaware corporation