exv10w12






EXHIBIT 10.12




This document constitutes part of a

prospectus covering securities that

have been registered under the

Securities Act of 1933




ANIXTER INTERNATIONAL INC.



STOCK OPTION TERMS (Effective February 17, 2010)





	1.	 	Definitions






	 	a)	 	“Agreement” shall mean a stock option grant made subject to these
Terms.
	 
	 	b)	 	“Board” shall mean the Board of Directors of the Corporation, as
constituted from time to time, or any committee of that board authorized to act on
matters relating to stock options.
	 
	 	c)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended, and
rules and regulations promulgated thereunder.
	 
	 	d)	 	“Corporation” shall mean Anixter International Inc., a Delaware
corporation.
	 
	 	e)	 	“Date of Grant” shall mean the date as of which an Agreement is
effective as stated in the Agreement.
	 
	 	f)	 	“Employee” shall mean an individual who is an employee (within the
meaning of Section 3401 (c) of the Code ) of the Corporation or of a Subsidiary or of a
Parent.
	 
	 	g)	 	“Employment Termination” shall mean the termination of the Optionee’s
status as an Employee for any reason.
	 
	 	h)	 	“Exercise Price” shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified in the Agreement.
	 
	 	i)	 	“Nonstatutory Stock Option” shall mean an option not described in
Sections 422(b) or 423(a) of the Code.
	 
	 	j)	 	“Option” shall mean a Nonstatutory Stock Option granted pursuant to an
Agreement.
	 
	 	k)	 	“Option Period” shall mean the term of an Option, as specified in an
Agreement.
	 
	 	l)	 	“Parent” shall mean any corporation which owns at least fifty percent
(50%) of the total combined voting power of all classes of stock in the Corporation or
in another Parent.




 









 












	 	m)	 	“Partial Exercise” shall mean an exercise with respect to less than all
of the remaining Shares exercisable pursuant to an Option.
	 
	 	n)	 	“Terms” shall mean these Anixter International Inc. Stock Option Terms.
	 
	 	o)	 	“Purchase Price” shall mean the Exercise Price multiplied by the number
of Shares with respect to which an Option is exercised.
	 
	 	p)	 	“Retirement” shall mean any termination of the Optionee’s status as an
Employee on or after the Optionee’s attainment of age fifty-five (55) which is not
attributable to the Optionee’s death or termination for cause.
	 
	 	q)	 	“Securities Act” shall mean the Securities Act of 1933, as amended.
	 
	 	r)	 	“Share” shall mean one (1) share of Stock as adjusted in accordance
with Paragraph 4 of these Terms (if applicable).
	 
	 	s)	 	“Stock” shall mean the Common Stock of the Corporation.
	 
	 	t)	 	“Subsidiary” shall mean any corporation, if the Corporation and/or one
or more other Subsidiaries own at least fifty percent (50%) of the total combined
voting power of all classes of outstanding stock in such corporation.






	2.	 	Right to Exercise
	 
	 	 	Subject to the conditions set forth below and the exceptions set forth in Paragraphs 3 and 4
of these Terms, an Option shall become exercisable as specified in the Agreement. No
partial Exercise of an Option may be made for a number of Shares having an aggregate value
of less than $2,500.
	 
	3.	 	Term of Option
	 
	 	 	An Option shall expire on the date specified in the Agreement. In addition, an Option shall
expire upon the termination of the Optionee’s service as an Employee, if such termination
occurs first, subject to the following provisions:






	 	a)	 	If the Employment Termination is caused by the Optionee’s death, then the Option
(to the extent not previously exercised) may be exercised within twelve (12) months
after the Optionee’s death by the Optionee’s executors or administrators or by any
person or persons who have acquired the Option directly from the Optionee by bequest or
inheritance (“Optionee’s Representative”), but only to the extent that the Option was
exercisable under Paragraph 2 of these Terms on date of death.
	 
	 	b)	 	If Employment Termination is caused by the Optionee’s Retirement:




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	 	(i)	 	Options granted in 2010 and future years (to the extent not
previously exercised) may be exercised until the earlier of their stated term
or twelve (12) months after Retirement; if the Optionee dies within such
period, the Option (to the extent not previously exercised) may be exercised by
the Optionee’s Representative within fifteen (15) months of the Optionee’s
Retirement, but in each case, only to the extent that the Option was
exercisable under Paragraph 2 of these Terms on the date of the termination.
	 
	 	(ii)	 	Options granted prior to 2010 (to the extent not previously
exercised) may be exercised until the earlier of their stated term or ninety
(90) days after Retirement; if the Optionee dies within such period, the Option
(to the extent not previously exercised) may be exercised by the Optionee’s
Representative within twelve (12) months after the Optionee’s death, but in
each case, only to the extent that the Option was exercisable under Paragraph 2
of these Terms on the date of the termination.






	 	c)	 	If the Employment Termination is for cause, then the Option shall terminate on
the date of such Employment Termination.
	 
	 	d)	 	If the Employment Termination is caused by any reason other than death, for
cause or Retirement, then the Option (to the extent not previously exercised) may be
exercised within a period of ninety (90) days after the termination,
	 
	 	 	 	but only to the extent that the Option was exercisable under Paragraph 2 of
these Terms on the date of the termination. If the Optionee dies within such
period, the Option (to the extent not previously exercised) may be exercised within
twelve (12) months after the Optionee’s death by the Optionee’s Representative, but
only to the extent that the Option was exercisable under Paragraph 2 of these Terms
on the date of the termination.
	 
	 	 	 	Any other provision of an Agreement or these Terms to the contrary notwithstanding,
an Option shall not be exercisable after the expiration date set forth in the
Agreement.
	 
	 	 	 	For purposes of this Paragraph 3, the Employee relationship shall be deemed to
continue while the Optionee is on military leave, sick leave or other bona fide
leave of absence (to be determined in the sole discretion of the Board).






	4.	 	Shares and Adjustment
	 
	 	 	The Exercise Price in effect at any time and the number and kind of securities purchasable
upon exercise of an Option shall be subject to adjustment from time to time upon the
happening of certain events, as follows:






	 	a)	 	In case the Corporation shall (i) pay a dividend in Shares of Stock or make a
distribution in Shares of Stock to its Stockholders, (ii) subdivide its outstanding
Shares of Stock, (iii) combine its outstanding Shares of Stock into a smaller number




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	 	 	 	 of Shares of Stock or (iv) issue by reclassification of its Shares of Stock
other securities of the Corporation (including any such reclassification in
connection with a consolidation or merger in which the Corporation is the continuing
corporation), the number of Shares purchasable upon exercise of an Option
immediately prior thereto shall be adjusted so that the Optionee shall be entitled
to receive the kind and number of Shares or other securities of the Corporation
which the Optionee would have owned or have been entitled to receive after the
happening of any of the events described above, had the Option been exercised
immediately prior to the happening of such event or any record date with respect
thereto. An adjustment made pursuant to this Paragraph (a) shall become effective
immediately after the effective date of such event retroactive to immediately after
the record date, if any, for such event.
	 
	 	b)	 	In case the Corporation shall issue rights, options, or warrants to all holders
of its Shares of Stock, without any charge to such holders, entitling them (for a
period expiring within 45 days after the record date mentioned below in this Paragraph
(b)) to subscribe for or purchase Shares of Stock at a price per share which is lower
at the record date mentioned below than the then Current Market Price per Share of
Stock (as defined in Paragraph (d) below), the number of Shares thereafter purchasable
upon the exercise of an Option shall be determined by multiplying the number of Shares
theretofore purchasable by a fraction, of which the numerator shall
be the number of Shares of Stock outstanding on such record date plus the number of
additional Shares of Stock offered for subscription or purchase, and of which the
denominator shall be the number of Shares of Stock outstanding on such record date
plus the number of shares which the aggregate offering price of the total number of
Shares of Stock so offered would purchase at the then Current Market Price per Share
of Stock. Such adjustment shall be made whenever such rights, options or warrants
are issued, and shall become effective retroactively immediately after the record
date for the determination of shareholders entitled to receive such rights, options
or warrants.
	 
	 	c)	 	In case the Corporation shall distribute to all holders of
Shares of Stock (i) shares of stock other than Stock, (ii) evidences of its indebtedness, (iii) assets or
cash (excluding ordinary cash dividends payable out of consolidated earnings or
retained earnings and dividends or distributions referred to in Paragraph (a) above),
or (iv) rights, options or warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase Shares of Stock (excluding those
referred to in Paragraph (b) above), then in each case the number of Shares thereafter
purchasable upon the exercise of an Option shall be determined by multiplying the
number of Shares theretofore purchasable upon the exercise of the Option, by a
fraction, the numerator of which shall be the Current Market Price per Share of Stock
on the record date mentioned below in this Paragraph (c), and the denominator of which
shall be the Current Market Price per Share of Stock on such record date, less the then
fair value of the portion of the shares of stock other than Stock or assets or
evidences of indebtedness so distributed or of such subscription rights, options or
warrants, or of such convertible or exchangeable securities applicable to one Share of Stock. Such adjustment shall be made whenever
any such distribution is made, and





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	 	 	 	shall become effective on the date of
distribution retroactive to immediately after the record date for the determination
of shareholders entitled to receive such distribution.
	 
	 	d)	 	For the purpose of any computation under Paragraphs (b) and (c) above, the Current
Market Price per Share of Stock at any date shall be the average of the daily closing
prices for 15 consecutive trading days commencing 20 trading days before the date of
such computation. The closing price for each day shall be the last reported sale price
or, in case no such reported sale takes place on such day, the average of the closing
bid and asked prices for such day, in either case on the principal national securities
exchange on which the Shares are listed or admitted to trading, or if they are not
listed or admitted to trading on any national securities exchange, but are traded in
the over-the-counter market, the closing sale price of the Stock, or in case no sale is
publicly reported, the average of the representative closing bid and asked quotations
for the Stock on NASDAQ or any comparable system, or if the Stock is not listed in
NASDAQ or comparable system, the closing sale price of the Stock, or in case no sale is
publicly reported, the average of the closing bid and asked prices as furnished by two
members of the National Association of Securities Dealers, Inc. selected from time to
time by the Corporation for that purpose, or if there is no public market for the
Stock, the fair market value of the Stock as determined by Duff & Phelps Financial
Consulting Company, or another independent appraisal firm selected as a replacement
therefore by the Committee.
	 
	 	e)	 	No adjustment in the number of Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least 1% in the
number of Shares purchasable upon the exercise of an Option; provided, however,
that any adjustments which by reason of this Paragraph (e) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment, but not
later than three years after the happening of the specified event or events. All
calculations shall be made to the nearest one thousandth of a share. Anything in these
provisions to the contrary notwithstanding, the Corporation shall be entitled, but
shall not be required, to make such changes in the number of Shares purchasable upon
the exercise of an Option, in addition to those required by this Paragraph 4, as it in
its discretion shall determine to be advisable in order that any dividend or
distribution in Shares of Stock, issuance of rights, warrants or options to purchase
Stock, or distribution of shares of stock other than Stock, evidences of indebtedness
or assets or cash (other than ordinary cash dividends out of consolidated earnings or
retained earnings) or convertible or exchangeable securities hereafter made by the
Corporation to the holders of Stock shall not result in any tax to the holders of Stock
or securities convertible into Stock.
	 
	 	f)	 	Whenever the number of Shares purchasable upon the exercise of an Option is
adjusted, as herein provided, the Exercise Price payable upon exercise of the Option
shall be adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Option immediately prior to such
adjustment,




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	 	 	 	and of which the denominator shall be the number of Shares so
purchasable immediately thereafter.
	 
	 	g)	 	In the event that at any time, as a result of any adjustment made pursuant to
Paragraph (a) above, the Optionee shall become entitled to purchase any shares of
capital stock of the Corporation other than Shares of Stock, thereafter the number of
such other shares so purchasable upon exercise of this Option and the Exercise Price of
such shares shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the Shares
contained in Paragraphs (a) through (f), inclusive, above, and Paragraphs (h) through
(k), inclusive, below, and the provisions of these Terms with respect to Shares shall
apply on like terms to such other shares.
	 
	 	h)	 	Upon the expiration of any rights, options, warrants or conversion or exchange
privileges, if any thereof shall not have been exercised, the
Exercise Price and the number of shares of Stock purchasable upon the exercise of an Option shall, upon
such expiration, be readjusted and shall thereafter be such as it would have been
had it been originally adjusted (or had the original adjustment not been required,
as the case may be) as if (x) the only Shares of Stock so issued were the Shares of
Stock, if any, actually issued or sold upon the exercise of such rights, options,
warrants or conversion or exchange rights and (y) such Shares of Stock, if any, were
issued or sold for the consideration actually received by the Corporation upon such
exercise plus the aggregate consideration, if any, actually received by the
Corporation for the issuance, sale or grant of all such rights, options, warrants or
conversion or exchange rights whether or not exercised; provided, however,
that no such readjustment shall have the effect of increasing the Exercise Price by
an amount in excess of the amount of adjustment initially made in respect of the
issuance, sale or grant of such rights, options, warrants or conversion or exchange
rights.
	 
	 	i)	 	Whenever the number of Shares purchasable upon the exercise of an Option or the
Exercise Price of an Option is adjusted, as herein provided, the Corporation shall
promptly mail by first class mail, postage prepaid, to the Optionee notice of such
adjustment or adjustments. The Corporation may retain a firm of independent public
accountants (who may be the regular accountants employed by the Corporation) to make
any computation required by these provisions and shall cause such accountants to
prepare a certificate setting forth the number of Shares purchasable upon the exercise
of the Option and the Exercise Price of such Shares after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Such certificate shall be conclusive of
the correctness of such adjustment and the Optionee shall have the right to inspect
such certificate during reasonable business hours.
	 
	 	j)	 	Except as provided in these provisions, no adjustment in respect of any
dividends shall be made during the term of an Option or upon the exercise of an Option.




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	 	k)	 	In case of any consolidation of the Corporation with or merger of the
Corporation with or into another corporation or in case of any sale or conveyance to
another corporation of the property of the Corporation as an entirety or substantially
as an entirety, the Corporation or such successor or purchasing corporation (or an
affiliate of such successor or purchasing corporation) as the case may be, agrees that
the Optionee shall have the right thereafter upon payment of the Exercise Price in
effect immediately prior to such action to purchase upon exercise of an Option the kind
and amount of shares and other securities and property (including cash) which the
Optionee would have owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had the option been exercised immediately
prior to such action. The provisions of this Paragraph (k) shall similarly apply to
successive consolidations, mergers, sales or conveyances.






	5.	 	Exercise of Option
	 
	 	 	The Optionee or the Optionee’s Representative may exercise an Option by giving written
notice to the Secretary of the Corporation. The notice shall specify the election to
exercise the Option, the number of Shares for which it is being exercised and the form of
payment. The notice shall be signed by the person or persons exercising the Option. In the
event that the Option is being exercised by the Optionee’s Representative, the notice shall
be accompanied by proof satisfactory to the Corporation of the Optionee’s Representative’s
right to exercise the Option. The Optionee or the Optionee’s Representative shall deliver
to the Secretary of the Corporation, at the time of giving the notice, payment in the form
which conforms to the applicable subparagraph of Paragraph 15 of these Terms for the full
amount of the Purchase Price.
	 
	 	 	The Corporation shall thereafter cause to be issued a certificate or certificates for
the Shares as to which an Option has been exercised, registered in the name of the person
exercising the Option (or in the names of such person and his or her spouse as community
property or as joint tenants with right of survivorship).
	 
	6.	 	Withholding Taxes
	 
	 	 	In the event that the Corporation determines that it is required to withhold Federal, state
or local tax as a result of the exercise of an Option, the Optionee, as a condition to the
exercise of the Option, shall make arrangements satisfactory to the Corporation to enable it
to satisfy such withholding requirements. The Optionee shall also make arrangements
satisfactory to the Corporation to enable it to satisfy any withholding requirements that
may arise in connection with the disposition of Shares purchased by exercising an Option.
	 
	7.	 	Rights as a Shareholder
	 
	 	 	Neither the Optionee nor the Optionee’s Representative shall have any rights as a
shareholder with respect to any shares subject to an Option until the Option has been
properly exercised and the Shares subject to the Option have been issued in the name of the
Optionee or the Optionee’s Representative.




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	8.	 	Legality of Issuance
	 
	 	 	No Shares shall be issued upon the exercise of an Option unless and until the Corporation
has determined that:






	 	a)	 	It and the Optionee have taken all actions required to register the Shares
under the Securities Act or to perfect an exemption from the registration requirements
thereof.
	 
	 	b)	 	Any applicable listing requirement of any stock exchange on which stock is
listed has been satisfied; and
	 
	 	c)	 	Any other applicable provision of state or Federal law has been satisfied.






	9.	 	Restrictions on Transfer of Shares
	 
	 	 	Regardless of whether the offering and sale of Shares have been registered under the
Securities Act or have been registered or qualified under the securities laws of any state,
the Corporation may impose restrictions upon the sale, pledge or other transfer of such
Shares (including the placement of appropriate legends on stock certificates) if, in the
judgment of the Corporation and its counsel, such restrictions are necessary or desirable
in order to achieve compliance with the provisions of the Securities Act, the securities
laws of any state or any other law.
	 
	 	 	In the event that the sale of Shares is not registered under the Securities Act but an
exemption is available which requires an investment representation or other representation,
the Optionee shall represent and agree that the Shares to be acquired pursuant to the
exercise of an Option are being acquired for investment, and not with a view to the sale or
distribution thereof, and shall make such other representations as are deemed necessary or
appropriate by the Corporation and its counsel.
	 
	 	 	Stock certificates evidencing Shares acquired under an Agreement in an unregistered
transaction shall bear the following restrictive legend (and such other restrictive legends
as are required or deemed advisable under the provision of any applicable law):






	 	 	 	“THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (‘ACT’). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS
A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE
OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH
TRANSFER TO COMPLY WITH THE ACT.”






	 	 	Any determination by the Corporation and its counsel in connection with any of the matters
set forth in this Paragraph 9 shall be conclusive and binding on the Optionee and all other
persons.




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	10.	 	Registration of Securities
	 
	 	 	The Corporation may, but shall not be obligated to, register or qualify the sale of Shares
under the Securities Act or any other applicable law. The Corporation shall not be
obligated to take any affirmative action in order to cause the sale of Shares acquired under
an Agreement to comply with any law.
	 
	11.	 	Removal of Legends
	 
	 	 	If, in the opinion of the Corporation and its counsel, any legend placed on a stock
certificate representing Shares sold under an Agreement is no longer required, the holder of
such certificate shall be entitled to exchange such certificate for a certificate
representing the same number of Shares but lacking such legend.
	 
	12.	 	No Transfer or Assignment of Option
	 
	 	 	Except as otherwise provided in Paragraph 3(a) of these Terms, an Option and the
rights and privileges conferred thereby shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not be subject
to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of an Option, or of any right or privilege
conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any
execution, attachment or similar process upon the rights and privileges conferred hereby,
the Option and the rights and privileges conferred hereby shall immediately become null and
void.
	 
	13.	 	No Employment Rights
	 
	 	 	Nothing in these Terms or an Agreement shall be construed as giving the Optionee the right
to be retained as an Employee or as impairing the right of the Corporation to terminate his
or her service at any time, with or without cause.
	 
	14.	 	Designation of Option
	 
	 	 	All Options shall be Nonstatutory Stock Options.
	 
	15.	 	Payment for Stock






	 	a)	 	Payment in Cash
	 
	 	 	 	The entire Purchase Price may be paid in U.S. dollars.




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	 	b)	 	Surrender of Stock
	 
	 	 	 	All or part of the Purchase Price may be paid by the surrender of Shares in good form
for transfer. Such Shares must have been owned by the Optionee or the Optionee’s
Representative for six (6) months or more and must have a value as determined pursuant
to Paragraph 4(d) on the date of exercise of an Option which, together with any amount
paid in a form other than Shares, is equal to the Purchase Price.
	 
	 	c)	 	Net Share Settlement
	 
	 	 	 	The Purchase Price and any required withholding taxes associated with the exercise of
an Option may be paid by requesting that the Corporation withhold from the Shares to be
issued upon such exercise the number of Shares which value, together with any amount
paid in a form other than Shares, is sufficient to pay the Purchase Price and any
required withholding taxes. Fractional Shares to be withheld by the Corporation will
be rounded up to a whole number. Shares will be valued on the day the Option is
exercised at the average of the high and low prices for that day on the New York Stock
Exchange. If the date of exercise is not a trading day, the Shares will be valued at
the closing price on the immediately preceding trading day on the New York Stock
Exchange.






	16.	 	Changes and Interpretation
	 
	 	 	These Terms and an Agreement may be modified only in writing authorized by the Board and by
either the Optionee to whom the modification is being applied or by holders of a majority of
options to purchase Stock issued to Employees by the Corporation. Notwithstanding the
foregoing, the Board shall have the authority to interpret and administer the provisions of
these Terms and such actions by the Board shall be final and binding.




IN WITNESS WHEREOF, the Corporation has caused these Terms to be executed on its behalf by its
officer duly authorized to act on behalf of the Corporation as of this 17th day of
February, 2010.




Anixter International Inc.




	 	 	 	 	 
	By:

	 	/s/ Dennis J. Letham	 	 
	 

	 	 

Dennis J. Letham
	 	 
	 

	 	February 17, 2010	 	 
	 
	 	 	 	 
	Its:

	 	Executive Vice President — Finance	 	 
	 

	 	and Chief Finanical Officer	 	 






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