exv10w23







Exhibit 10.23




PERSONAL AND CONFIDENTIAL



Richard Heyse

Term Sheet



	 	 	 
	Title

	 	Vice President, Chief Financial Officer — Reports to Senior Vice President, Finance
and Administration
	 
	 	 
	Location

	 	Pittsburgh, PA, relocation package
per WESCO policy.
	 
	 	 
	Base Salary

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

	 	Zero to 100% of base salary, based on the achievement of a combination of corporate
and personal performance objectives as established annually by the Board. Your
target bonus will be 50% of base salary. For 2009 the bonus award will be
guaranteed at a minimum of $75,000, assuming a start date of
June 15, 2009.
	 
	 	 
	One Time Bonus Award

	 	After 15 days of employment, a one time bonus of $50,000. Bonus is subject to a
pro-rata pay back to the Company if employee leaves without good reason or is
terminated for cause within one year.
	 
	 	 
	Equity Awards

	 	Stock appreciation rights (SARs) equal to the number of shares of WESCO stock
purchased for long-term investment within the first twelve months of employment (up
to the equivalent of three times your annual base salary) will be granted with the
approval of the Compensation Committee and the Board of Directors. Strike price
will be set at the closing price on the date of purchase on the open market in one
or more transactions, not to exceed three trading days. Purchase of the shares must
comply with the Company’s policy regarding insider trading. These options will vest
ratably over three years. In the event you are unable to sell your New Jersey home
in the first twelve months of employment with WESCO, the time period for the SARs
match will be extended to the sooner of 30 days after the closing on the sale of the
New Jersey home or twelve months from your one-year anniversary with the Company.

	 
	 	 
	 

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

	 
	 

	 	

It is expected that you achieve and maintain an ownership position in WESCO stock
equal to 2x your base salary by 2012.
	 
	 	 
	Severance

	 	In the event of the termination of your employment by WESCO without cause or by you
for good reason, you will be entitled to receive a severance payment equal to one
year’s base salary plus continued coverage in all applicable WESCO welfare benefits
plans for one year, plus a pro rata payment of your estimated bonus, as approved by
WESCO’s Compensation Committee, for the then current year based on results to the
date of termination, plus full vesting for stock appreciation rights with time based
vesting periods granted in accordance with your purchase of WESCO stock. Healthcare
contributions will be at the active employee rate. In the event of the termination
of your employment as a result of death or disability you will be entitled to
receive your base salary and all welfare benefits through the date of death or
disability. No severance will be paid other than payment of your base salary
through the date of termination for termination for cause.
	 
	 	 
	 

	 	Termination For Cause shall mean termination within 30 days after we give you notice
that we have cause to terminate you for:






	 	 	 	 	 
	 

	 	a)
	 	Engaging in a felony or willful misconduct which is in the good faith judgment of
the Board materially injurious to the company, its customers, employees, suppliers
or shareholders;
	 
	 

	 	b)
	 	Willful failure to materially perform your duties that continues after written
notice;
	 
	 

	 	c)
	 	Your material breach of any manual or written policy, code or procedure of the
company; or
	 
	 

	 	d)
	 	Failure to establish permanent residence in the Pittsburgh area.






	 	 	 
	Severance (cont.)

	 	An act or failure to act by you will be deemed “willful” only if done or omitted to
be done by you without a good faith reasonable belief that such act or failure to
act was lawful and in the best interests of the Company.






 









 






	 	 	 
	 

	 	Good reason shall mean any of the following to which you do not consent in writing
and for which you give us 30 days notice and opportunity to cure during such period:






	 	 	 	 	 
	 

	 	a)
	 	Reduction in your Base Salary, excluding any reduction that occurs in connection
with an across the board reduction of the salaries of the senior management team, or
any other material breach of this letter and Term Sheet;
	 
	 

	 	b)
	 	A relocation of your primary place of employment to a location more than 50 miles
from Pittsburgh, Pennsylvania; or
	 
	 

	 	c)
	 	A change in the authority, duties or responsibilities that materially and
adversely affect your role in the organization.






	 	 	 
	Auto Allowance

	 	Comparable to other Senior Executives, currently $1,000 per month
	 
	 	 
	Value Acceleration Plan
(VAP) Awards Program

	 	The Compensation Committee annually determines whether supplemental cash bonus
programs for key management personnel will be established. You will be eligible to
participate at the Vice President level for all such programs. No VAP program is
planned for 2009.
	 
	 	 
	Health, Welfare, and
Other Benefit Programs

	 	Eligible to participate in all corporate benefit programs in accordance with
standard policies and procedures. Eligible for 4 weeks of vacation annually,
prorated for 2009.
	 
	 	 
	Employment Policy

	 	In accordance with Company practices, neither this letter, nor any benefit program
or employment policy is to be considered an employment contract. Your employment
and compensation are at the will of WESCO Distribution, Inc. and can be terminated,
with or without cause and with or without notice, at any time, by either you or the
Company.






	 	 	 	 	 
	 	 	 
	Accepted on May 21, 2009 	/s/ Richard P. Heyse
 	 
	 	Signature