EX-10(AA)



 





Exhibit 10(aa)




EMPLOYMENT RETENTION AGREEMENT




     THIS
EMPLOYMENT RETENTION AGREEMENT (this “Agreement”), is entered into between LESCO, Inc.,
an Ohio corporation (the “Company”), and RICHARD F. DOGGETT (“Employee”), in accordance with
the LESCO, Inc. Employment Retention Plan (the “Plan”), and
is made this
19th day of
February, 2007.




	1.	 	INTRODUCTION





     The Company established the Plan for the purpose of providing certain of its employees
with incentives to continue employment with the Company on an objective and impartial
basis in the event of the Company’s Change in Control. The Employee desires to continue in
the Company’s employment in accordance with the terms and
conditions set forth in the Plan,
a copy of which is attached hereto as Exhibit A and is incorporated herein by
reference. In the event any Plan term or condition conflicts with any term or condition of
the Agreement, the Plan’s term or condition shall, at all times, control. All terms
capitalized throughout the Agreement shall have the meaning set forth in the Plan, unless
otherwise specifically provided for herein.



     The
Company and Employee (the “Parties”) now enter into this Agreement to
establish their rights and obligations under the Plan, and, to the extent not expressly set
forth in the Plan, to provide for certain additional rights and responsibilities of the
Parties. In consideration of the Parties’ mutual promises and obligations contained herein
and as further established under the Plan, the Parties, intending to be legally bound,
hereby agree to the terms and conditions set forth below or provided for within the Plan.




	2.	 	TERM OF AGREEMENT





     The Term of the Agreement shall be the period commencing on the Effective Date and
ending on the date that is the earlier of the Employee’s Separation from Service or the
first anniversary of the Effective Date.




	3	 	CHANGE IN CONTROL PERIOD





     Change
in Control Period shall mean the period commencing with the Effective Date and
ending on the second (2nd) anniversary of such Effective Date.




	4.	 	SEVERANCE PAYMENTS






	 	(a)	 	Upon the occurrence of a Triggering Event, Company shall pay to Employee
the amounts set forth below, which shall be payable in one lump sum payment
within thirty (30) days of the Triggering Event, unless otherwise specifically
provided for in the Plan or the subsections below:




 









 












	 	(i)	 	all amounts specifically set forth in Article II of the Plan; and
	 
	 	(ii)	 	an amount equal to the product of two (2) times the
Employee’s Annual Base Salary; and
	 
	 	(iii)	 	an amount equal to the maximum yearly contribution the
Company could make to the Employee’s account in the LESCO, Inc. Salary
Savings Plan and Trust, or any successor qualified defined contribution
retirement plan, based on the amount contributed to such retirement plan by
the Employee during the year of the Triggering Event; and
	 
	 	(iv)	 	to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is eligible to receive
under any plan, program, policy or practice or contract or agreement of the
Company and its affiliated companies (such other amounts and benefits shall
be hereinafter referred to as the “Other Benefits”).






	 	(b)	 	Notwithstanding anything to the contrary in the Plan or the
Agreement, if any
portion of the compensation or benefits payable to or on behalf of the Employee
under the Plan, or under any other agreement with, or plan of, the Company (in the
aggregate “Total Payments”) would constitute an “excess parachute payment” under
Code Section 280G, then the payments to be made to the Employee under the Plan shall
be reduced such that the value of the aggregate Total Payments that Employee is entitled to receive shall be one dollar ($1) less than
the maximum amount  that Employee may receive without becoming subject to the tax imposed by Code
Section 4999, or which the  Company may pay without loss of
deduction under Code Section 280G. The calculation of such potential excise tax liability, as well as
the method in which the compensation reduction is applied, shall be conducted and
determined by the Company’s independent accountants whose determinations shall be
binding on the Parties.






	5.	 	AMENDMENT, MODIFICATION, AND TERMINATION





     No
term or provision of this Agreement may be changed, waived, amended, modified, or terminated,
except by written instrument. Notwithstanding the foregoing, the Company reserves the right to
unilaterally amend, modify, or terminate this Agreement in any manner that the Company deems
advisable in order to ensure this Agreement’s and the Plan’s continued compliance with the
provisions of Code Section 409A; provided, however, that no such action shall materially reduce
the value of the benefits provided to the Employee hereunder.




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     IN WITNESS WHEREOF, as conclusive evidence of the adoption of the Agreement and as acknowledgement
of the Company’s and the Employee’s agreement and consent to be bound by the terms of the Plan, the
parties have hereunto set their hands as of the date and year first above written.



	 	 	 	 	 	 	 
	EMPLOYEE	 	 	 	LESCO, INC.
	 
	 	 	 	 	 	 
	/s/ Richard F. Doggett

	 	 	 	By
	 	/s/ Jeffrey L. Rutherford
	 

	 	 	 	 	 	 
	Richard F. Doggett
	 	 	 	 	 	Jeffrey L. Rutherford
	 
	 	 	 	 	 	 
	Senior Vice President, Sales

	 	 	 	Its
	 	President & CEO
	 

	 	 	 	 	 	 
	Title
	 	 	 	 	 	 







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