EX-10.45









Exhibit 10.5




STOCK APPRECIATION RIGHTS AGREEMENT




     STOCK APPRECIATION RIGHTS AGREEMENT, dated as of [DATE], between WESCO INTERNATIONAL,
INC., a Delaware corporation (the “Company”), and the Grantee whose name appears on the signature
page hereof (the “Grantee”).



WITNESSETH:




     WHEREAS, the Board of Directors of the Company (the “Board”) has designated the Compensation
Committee of the Board (the “Committee”) to administer the Company’s 1999 Long-Term Incentive Plan
(as amended from time to time, the “Plan”); and



     WHEREAS, the Board has determined to grant to the Grantee, under the Plan, a Stock
Appreciation Right with respect to the aggregate number of shares of the Company’s Common Stock,
par value $.01 per share (the “Common Stock”), set forth on the signature page hereof (the “SAR
Shares”) at an exercise price of $[PRICE] per SAR Share;



     NOW, THEREFORE, to evidence the Stock Appreciation Right so granted, and to set forth its
terms and conditions under the Plan, the Company and the Grantee hereby agree as follows:



     1. Confirmation of Grant; Exercise Price. The Company hereby grants to the Grantee,
effective as of the date hereof, a Stock Appreciation Right (the “SAR”) with respect to the SAR
Shares at an exercise price of $[PRICE] per share (the “Exercise Price”). This Agreement
is subordinate to, and the terms and conditions of the SAR granted hereunder are subject to, the
terms and conditions of the Plan.



     2. Vesting Term. Equally at a rate of one-third of the amount granted on
[DATE]; [DATE] and [DATE] as long as you are employed by WESCO.



     3. Exercisability. Provided that the Grantee remains employed by the Company on such
date, and to the extent the SAR has not previously expired, each SAR shall be exercisable upon
vesting.



     4. Termination of SAR.



          (a) Normal Termination Date. Unless an earlier termination date is specified in
Section 4(b), the SAR shall terminate on [DATE] (the “Normal Termination Date”).




          (b) Early Termination. If the Grantee’s Active Employment (as defined below) is
voluntarily or involuntarily terminated for any reason whatsoever prior to the Normal Termination
Date, any portion of the SAR that has not become exercisable on or before the effective date of
such termination of employment shall terminate on such effective date. Any portion of the SAR that
has become exercisable on or before the date of the Grantee’s termination of Active Employment
shall remain exercisable for whichever of the following periods is applicable, and if not exercised
within such period, shall terminate upon the expiration of such period: (i) if the
Grantee’s Active Employment is terminated by reason of the Grantee’s death, Permanent Disability or
Retirement at Normal Retirement Age (each an “Extraordinary




 









 







Termination”), then any SARs held by the Grantee and then exercisable shall remain exercisable
solely until the first to occur of (A) the first anniversary of the Grantee’s termination
of employment or (B) the expiration of the term of the SAR, and (ii) if the
Grantee’s Active Employment is terminated for any reason other than an Extraordinary Termination,
then any then exercisable SARs held by such Grantee shall remain exercisable for a period of sixty
days after the date of the Grantee’s termination of employment. Nothing in this Agreement shall be
deemed to confer on the Grantee any right to continue in the employ of the Company or any of its
direct or indirect subsidiaries, or to interfere with or limit in any way the right of the Company
or any of its direct or indirect subsidiaries to terminate such employment at any time.




     5. Charitable Donation Provision. A Grantee is permitted to transfer his or her
vested SARs to family members, trust, or other parties, including a charity or non-profit
organization subject to certain guidelines, terms, conditions and restrictions as defined by the
Compensation Committee and administered by the Company.



     6. Restrictions on Exercise; Non-Transferability of SAR.



          (a) Restrictions on Exercise. The SAR may be exercised only with respect to full
shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any
other provision of this Agreement, the SAR may not be exercised in whole or in part, and no
certificates representing Shares shall be delivered, (i) unless all requisite approvals and
consents of any governmental authority of any kind having jurisdiction over the exercise of options
shall have been secured, (ii) unless the issuance of SAR Shares upon the exercise of the
SAR shall be exempt from registration under applicable U.S. federal and state securities laws, and
applicable non-U.S. securities laws, or the SAR Shares shall have been registered under such laws,
and (iii) unless all applicable U.S. federal, state and local and non-U.S. tax withholding
requirements shall have been satisfied. The Company shall use commercially reasonable efforts to
obtain the consents and approvals referred to in clause (i) of the preceding sentence, to satisfy
the withholding requirements referred to in clause (iii) of the preceding sentence so as to permit
the SAR to be exercised.




          (b) Non-Transferability of SAR. The SAR may be exercised only by the Grantee or by
his estate. The SAR is not assignable or transferable, in whole or in part, and it may not,
directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated
or otherwise disposed of or encumbered (including without limitation by gift, operation of law or
otherwise) other than by will or by the laws of descent and distribution to the estate of the
Grantee upon his death, provided that the deceased Grantee’s beneficiary or the
representative of his estate shall acknowledge and agree in writing, in a form reasonably
acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such
beneficiary or the estate were the Grantee.




          (c) Certain Definitions. As used in this Agreement the following terms shall have the
following meanings:




               (i) “Active Employment” shall mean active employment with the Company or any direct or
indirect subsidiary of the Company.



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               (ii) “Cause” shall mean (A) the willful failure by the Grantee substantially
to perform his employment-related duties (other than any such failure due to physical or mental
illness) after a demand for substantial performance is delivered to the Grantee by the Director of
Human Resources, which notice identifies the manner in which the Director of Human Resources,
believes that the Grantee has not substantially performed his employment-related duties,
(B) the engaging by the Grantee in willful and serious misconduct that is injurious to the
Company or any of its affiliates, (C) the conviction of the Grantee of, or the entering by
the Grantee of a plea of nolo contendere to, a crime that constitutes a felony, or
(D) the breach (including but not limited to the material or willful failure to cure a
breach) by the Grantee of any written covenant or agreement with the Company or any of its
affiliates not to disclose any information pertaining to the Company or any of its affiliates or
not to compete or interfere with the Company or any of its affiliates.



               (iii) “Fair Market Value” shall mean the closing price per share of the Common Stock
on the New York Stock Exchange or other established stock exchange (or exchanges) on the applicable
date, or if no sale of Common Stock has been recorded on such day, then on the next preceding day
on which a sale was so made. If shares of Common Stock are not traded on an established stock
exchange on the applicable date, Fair Market Value shall be determined by the Committee in good
faith.



               (iv) “Retirement at Normal Retirement Age” shall mean retirement at age 65 or later.



               (v) “Permanent Disability” shall mean a physical or mental disability or infirmity
that prevents the performance of such Grantee’s employment-related duties lasting (or likely to
last, based on competent medical evidence presented to the Board) for a continuous period of six
months or longer. The Board’s reasoned and good faith judgment of Permanent Disability shall be
final, binding and conclusive on all parties hereto and shall be based on such competent medical
evidence as shall be presented to it by the Grantee or by any physician or group of physicians or
other competent medical expert employed by the Grantee or the Company to advise the Board.



     7. Exercise of the SAR and Tax Withholding.



          (a) Exercise. To the extent that the SAR shall have become and remains exercisable as
provided in Section 3 and subject to such reasonable administrative regulations as the Board or the
Committee may have adopted, the SAR may be exercised, in whole or in part, by notice to the
Secretary of the Company or the Option Administration Department in writing given 15 business days
prior to the date on which the Grantee expects to exercise the SAR (the “Exercise Date”),
specifying the number of SAR Shares with respect to which the SAR is being exercised (the “Exercise
Shares”) and the expected Exercise Date, provided that if shares of Common Stock are traded
on a U.S. national securities exchange or bid and ask prices for shares of Common Stock are quoted
over the NASDAQ National Market (“NASDAQ”) operated by the National Association of Securities
Dealers, Inc., notice may be given five business days before the Exercise Date. Upon exercise of
the SAR, the Grantee shall be entitled to receive a number of shares of Common Stock (the “Net SAR
Shares”) equal to the quotient obtained by dividing x by y, where:




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	 	x
	 	=
	 	the number of Exercise Shares multiplied by the excess, if any, of (A) the
Fair Market Value of a share of Common Stock on the Exercise Date over (B) the Exercise
Price, and
	 
	 	 	 	 	 	 
	 

	 	y
	 	=
	 	the Fair Market Value of a share of Common Stock on the Exercise Date.





No fractional share of Common Stock shall be issued to make any payment in respect of SAR; if any
fractional share would be issuable, the number of Net SAR Shares payable to the Grantee shall be
rounded down to the next whole share (no payment of cash, shares or other consideration shall be
made with respect to such fractional share). The Company may require the Grantee to furnish or
execute such other documents as the Company shall reasonably deem necessary (i) to evidence
such exercise, (ii) to determine whether registration is then required under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and (iii) to comply with or
satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any
other law.




          (b) Withholding. Whenever the Net SAR Shares are to be issued pursuant to the
exercise of the SAR, the Company may require the recipient of the Net SAR Shares to remit to the
Company an amount sufficient to satisfy the employer’s minimum statutory U.S. federal, state and
local and non-U.S. tax withholding requirements. If shares of Common Stock are traded on a U.S.
national securities exchange or bid and ask prices for shares of Common Stock are quoted on the
NASDAQ, the Company may, if requested by the Grantee, withhold Net SAR Shares to satisfy applicable
minimum statutory withholding requirements, subject to the provisions of the Plan and any rules
adopted by the Board or the Committee regarding compliance with applicable law, including, but not
limited to, Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange
Act”).




     8. Representations and Warranties of the Company. The Company represents and warrants
to the Grantee that (a) the Company has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized,
executed and delivered by the Company and constitutes a valid and legally binding obligation of the
Company enforceable against the Company in accordance with its terms, and (c) the Net SAR Shares,
when issued and delivered upon exercise of the SAR in accordance with the terms hereof, will be
duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or
encumbrances other than those created pursuant to this Agreement or otherwise in connection with
the transactions contemplated hereby.



     9. Change in Control and Adjustments to Reflect Capital Changes.



          (a) Accelerated Vesting Upon Change in Control. In the event of a Change in Control,
the SAR shall become immediately and fully exercisable unless such Change in Control results from
the Grantee’s beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
Common Stock or other Company Voting Securities (as defined in the Plan).




          (b) Recapitalization. The number and kind of shares subject to the SAR and the
Exercise Price of the SAR shall be appropriately adjusted to reflect any stock dividend, stock
split, or share combination or any recapitalization, merger, consolidation, exchange of shares,
liquidation or dissolution of the Company or other change in capitalization with a similar




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substantive effect upon the Plan or the SAR. The Committee shall have the power and sole
discretion to determine the amount of the adjustment to be made in each case.




          (c) Certain Mergers. After any Merger in which the Company is not the surviving
corporation or pursuant to which a majority of the shares which are of the same class as the shares
that are subject to the SAR are exchanged for, or converted into, or otherwise become shares of
another corporation, the surviving, continuing, successor or purchasing corporation, as the case
may be (the “Acquiring Corporation”), will either assume the Company’s rights and obligations under
this Agreement or substitute an award in respect of the Acquiring Corporation’s stock for the SAR,
provided, however, that if the Acquiring Corporation does not assume or substitute for the SAR, the
Board shall provide prior to the Merger that any unexercisable and/or unvested portion of the SAR
shall be immediately exercisable and vested as of a date prior to such Merger, as the Board so
determines. The exercise and/or vesting of the SAR that was permissible solely by reason of this
Section 9(c) shall be conditioned upon the consummation of the Merger. If the SAR is neither
assumed by the Acquiring Corporation nor exercised as of the date of the Merger, the SAR shall
terminate effective as of the effective date of the Merger. Comparable rights shall accrue to the
Grantee in the event of successive Mergers of the character described above.




          (d) Certain Definitions.



               (i) “Change in Control” means the first to occur of the following events: (a) the acquisition
by any person, entity or “group” (as defined in Section 13(d) of the Exchange Act), other than the
Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries, or Cypress
Merchant Banking Partners L.P. or any successor investment vehicle, of 30% or more of the combined
voting power of the Company’s then outstanding voting securities; (b) the merger or consolidation
of the Company, as a result of which persons who were stockholders of the Company immediately prior
to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, more
than 70% of the combined voting power entitled to vote generally in the election of directors of
the merged or consolidated company; (c) the liquidation or dissolution of the Company; (d) the
sale, transfer or other disposition of all or substantially all of the assets of the Company to one
or more persons or entities that are not, immediately prior to such sale, transfer or other
disposition, affiliates of the Company; and (e) during any period of not more than two years,
individuals who constitute the Board as of the beginning of the period and any new director (other
than a director designated by a person who has entered into an agreement with the Company to effect
a transaction described in clause (a) or (b) of this sentence) whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who were directors at such time or whose election or
nomination for election was previously so approved, cease for any reason to constitute a majority
of the Board.



               (ii) “Merger” means any merger, reorganization, consolidation, share exchange, transfer of
assets or other transaction having similar effect involving the Company.



     10. No Rights as Stockholder. The Grantee shall have no voting or other rights as a
stockholder of the Company with respect to any SAR Shares until the exercise of the SAR and the
issuance of a certificate or certificates to him for Net SAR Shares. No adjustment shall be



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made for dividends or other rights for which the record date is prior to the issuance of such
certificate or certificates.




     11. Miscellaneous.



          (a) Notices. All notices and other communications required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been given if delivered
personally or sent by certified or express mail, return receipt requested, postage prepaid, or by
any recognized international equivalent of such delivery, to the Company, or the Grantee, as the
case may be, at the following addresses or to such other address as the Company or the Grantee, as
the case may be, shall specify by notice to the others:




	 	 	 	 	 
	 

	 	(i)
	 	if to the Company, to it at:
	 
	 	 	 	 
	 

	 	 	 	WESCO International, Inc.
	 

	 	 	 	Suite 700
	 

	 	 	 	225 West Station Square Drive
	 

	 	 	 	Pittsburgh, Pennsylvania 15219-1122
	 
	 	 	 	 
	 

	 	 	 	Attention: Legal Department
	 
	 

	 	(ii)
	 	if to the Grantee, to the Grantee at the address set forth on the signature page hereof.








All such notices and communications shall be deemed to have been received on the date of delivery
or on the third business day after the mailing thereof.




          (b) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement and their respective successors and assigns. Nothing in
this Agreement, express or implied, is intended or shall be construed to give any person other than
the parties to this Agreement or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision contained herein.




          (c) Waiver; Amendment.




               (i) Waiver. Any party hereto or beneficiary hereof, may, by written notice to the
other parties (A) extend the time for the performance of any of the obligations or other actions of
the other parties under this Agreement, (B) waive compliance with any of the conditions or
covenants of the other parties contained in this Agreement and (C) waive or modify performance of
any of the obligations of the other parties under this Agreement. Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver
by the party or beneficiary taking such action of compliance with any representations, warranties,
covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of
a breach of any provision of this Agreement shall not operate or be construed as a waiver of any
preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or
privilege hereunder shall be deemed a waiver of such party’s



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or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or
beneficiary’s rights to exercise the same at any subsequent time or times hereunder.




               (ii) Amendment. This Agreement may not be amended, modified or supplemented orally,
but only by a written instrument executed by the Grantee and the Company.



          (d) Assignability. Neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof shall be assignable by the Company or the Grantee
without the prior written consent of the other parties.




          (e) Applicable Law. This Agreement shall be governed by and construed in accordance
with the law of the Commonwealth of Pennsylvania, regardless of the law that might be applied under
principles of conflict of laws, except to the extent that the corporate law of the State of
Delaware specifically and mandatorily applies.




          (f) Section and Other Headings, etc. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or interpretation of
this Agreement. In this Agreement all references to “dollars” or “$” are to United States dollars.




          (g) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall constitute one and the
same instrument.




          (h) Delegation by the Board. All of the powers, duties and responsibilities of the
Board specified in this Agreement may, to the full extent permitted by applicable law, be exercised
and performed by any duly constituted committee thereof to the extent authorized by the Board to
exercise and perform such powers, duties and responsibilities.




          (i) Tax Status of the SAR. The SAR is not intended to be treated as an arrangement
that provides for a deferral of compensation subject to Section 409A of the Internal Revenue Code.
This Agreement shall be construed and applied so as to ensure that the SAR is not covered by
Section 409A; and this Agreement shall be deemed amended to the extent reasonably necessary, as
determined by the Committee in its sole discretion, to exclude the SAR from the application of
Section 409A. Without limiting the generality of the foregoing, in accordance with Notice 2005-1
of the Internal Revenue Service, the SAR Exercise Price shall never become less than the Fair
Market Value of the underlying shares of Common Stock on the date of grant.




[SIGNATURE PAGE FOLLOWING]




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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date first
above written.




	 	 	 	 	 	 	 
	 	 	WESCO INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

     Stephen A. Van Oss
	 	 
	 

	 	 	 	     Senior Vice President and Chief Financial 

     and Administrative Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	     [NAME]	 	 
	 
	 	 	 	 	 	 
	 	 	Address of the Grantee:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	      [ADDRESS]	 	 






Total Number of Stock

Appreciation Rights Awarded:      [NUMBER]




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