exv10w28






Exhibit 10.28






PERSONAL
& CONFIDENTIAL

Diane Lazzaris

Term Sheet dated January 15, 2010

Page 1 of 2




	 	 	 
	Title & Reporting Level

	 	Vice President, Legal Affairs (Corporate Officer position)
	 
	 	 
	Location

	 	Pittsburgh, PA
	 
	 	 
	Base Salary

	 	$275,000 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 of Directors. Your target bonus will be 50% of base salary.
	 
	 	 
	Equity Awards

	 	Stock appreciation rights (SARs) equal to the number of shares purchased for
long-term investment within the first twelve months of employment (up to the
equivalent of two times (2x) your annual base salary) will be granted with the
approval of the Compensation Committee of 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 shares must
comply with the Company’s policy regarding insider trading. These options will
vest ratably over three years.

	 
	 	 
	 

	 	
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 2013.
	 
	 	 
	Severance

	 	In the event of the termination of your employment by WESCO without cause, or
by you for good reason, or within one year following a change of control of WESCO
(other than for cause) 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 vesting for those stock appreciation rights
with time based vesting periods granted in accordance with your purchase of
WESCO stock.

	 
	 

	 	
“Change of Control” shall have the meaning given to such term in WESCO’s Long
Term Incentive Plan. Any and all vested stock appreciation rights will remain
exercisable for a period of 60 days following the date of termination.

	 
	

	 	
The severance benefits will be in lieu of any severance or similar benefits that may
otherwise be payable under any other agreement, plan, program or
policy of WESCO, and the payment of severance benefits will be conditioned on your
execution of a release with terms and provisions as determined by the
Compensation Committee and as are substantially consistent with past practices at
WESCO relating to its chief legal officer.
	 
	 	 
	 

	 	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.






 









 






PERSONAL & CONFIDENTIAL




Diane Lazzaris

Term Sheet dated January 15, 2010

Page 2 of 2




	 	 	 
	Severance (cont.)

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

	 	a)
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 WESCO, its customers,
employees, suppliers, or shareholders;

	 

	 	 
	 

	 	b)
Your inability to meet the expectations of your job responsibilities
or failure to timely and adequately perform your duties;

	 

	 	
	 

	 	c) Material breach of any manual or
written policy, code or procedure of WESCO.

	 
	 	 
	 

	 	If such termination is with Good Reason, you shall give WESCO written notice,
which shall identify with reasonable specificity the grounds for your resignation
and
provide WESCO 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 you to WESCO more than sixty (60)
days after the occurrence of the event that you allege is Good Reason for your
termination hereunder. For purposes of this Agreement, “Good Reason” shall
mean any of the following to which you shall not consent in writing:
	 
	 	 
	 

	 	a)
A reduction in your Base Salary, excluding any reduction that occurs
in connection with an across-the-board reduction of the salaries of
substantially the entire senior management team;

	 

	 	          
	 

	 	b) A
relocation of your primary place of employment to a location more
than 50 miles from Pittsburgh, Pennsylvania without your consent;

	 

	 	          
	 

	 	c)
Any material reduction in your offices, titles, authority, duties or
responsibilities without your consent.

	 
	 	 
	 

	 	Termination by you for purposes of accepting employment with another
organization or in another location shall not be considered Good Reason.
	 
	 	 
	Auto Allowance

	 	$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 2010.
	 
	 	 
	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.
	 
	 	 
	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.
	 
	 	 
	Approval

	 	All terms and conditions as described above are subject to review, modification,
and approval of WESCO’s Compensation Committee or Board of Directors.






	 	 	 	 	 
	 Accepted
on January 16, 2010

	 	/s/ Diane Lazzaris
 

Signature