directorrsuagreement







                  NON-EMPLOYEE DIRECTOR   RESTRICTED STOCK UNIT AGREEMENT       This Restricted Stock Unit Agreement (the “Agreement”) which relates to the   Notice of Grant of Restricted Stock Unit Award (the “Notice”), is by and between WESCO   International, Inc. (the “Company”), and the person identified in the Notice (the   “Participant”).         The Board has authorized and approved the 1999 Long-Term Incentive Plan (the   “Plan”), which has been approved by the Company’s stockholders.  The Committee has   approved an award to the Participant of a number of shares of the Company’s   Restricted Stock Units, conditioned upon the Participant’s acceptance of the provisions   set forth in the Notice and this Agreement within 60 days after the Notice and this   Agreement are presented to the Participant for review.  For purposes of the Notice and   this Agreement, any reference to the Company shall include a reference to any   Subsidiary.      1. Grant of Restricted Stock Units.   (a) As of the Date of Grant set forth in the Notice, the Company   grants to the Participant the number of Restricted Stock Units set forth in the Notice of   Grant (the “RSUs”), which represent shares of the Company’s Common Stock.  The RSUs   are subject to the restrictions set forth in this Agreement and the Plan.   (b) The RSUs granted under this Agreement shall be reflected in a   bookkeeping account maintained by the Company during the Restricted Period.  If and   when the restrictions set forth in Section 2 expire in accordance with the terms of this   Agreement, and upon the satisfaction of all other applicable conditions as to the RSUs,   such RSUs (and any related Dividend Equivalent Rights described in Section 1(c) below)   not forfeited pursuant to Section 4 hereof shall be settled in shares of Common Stock as   provided in Section 1(e) of this Agreement and otherwise in accordance with the Plan.    (c) With respect to each RSU, whether or not vested, that has not   been forfeited (but only to the extent such award of RSUs has not been settled for   Common Stock), the Company shall, with respect to any cash dividends paid on the   Common Stock, accrue and credit to the Participant’s bookkeeping account a number of   RSUs having a Fair Market Value as of the date such dividend is paid equal to the cash   dividends that would have been paid with respect to such RSU if it were an outstanding   share of Common Stock (the “Dividend Equivalent Rights”).  These Dividend Equivalent   Rights thereafter shall (i) be treated as RSUs for purposes of future dividend accruals   pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the nearest     





 







      whole RSU) at the same time as the RSUs with respect to which such Dividend   Equivalent Rights were received.  Any dividends or distributions on Common Stock paid   other than in cash shall accrue in the Participant’s bookkeeping account and shall vest at   the same time as the RSUs in respect of which they are made (in each case in the same   form, based on the same record date and at the same time, as such dividend or other   distribution is paid on such Common Stock).    (d) The Company’s obligations under this Agreement (with respect to   both the RSUs and the Dividend Equivalent Rights, if any) shall be unfunded and   unsecured, and no special or separate fund shall be established and no other   segregation of assets shall be made.  The rights of Participant under this Agreement   shall be no greater than those of a general unsecured creditor of the Company.  In   addition, the RSUs shall be subject to such restrictions as the Company may deem   advisable under the rules, regulations and other requirements of the Securities and   Exchange Commission, any stock exchange upon which Common Stock is then listed,   any Company policy and any applicable federal or state securities law.   (e) Except as otherwise provided in this Agreement, settlement of the   RSUs in accordance with the provisions of this Section 1(e) shall be delivered as soon as   practicable after the end of the Restricted Period, and upon the satisfaction of all other   applicable conditions as to the RSUs (including the payment by the Participant of all   applicable withholding taxes).  The RSUs so payable to the Participant shall be paid   solely in shares of Common Stock.     2. Restrictions.   (a) The Participant shall have no rights as a stockholder of the   Company by virtue of any RSU unless and until such RSU vests and resulting shares of   Common Stock are issued to the Participant.   (b) None of the RSUs may be sold, transferred, assigned, pledged or   otherwise encumbered or disposed of during the Restricted Period, except as may be   permitted by the Plan or as otherwise permitted by the Committee in its sole discretion   or pursuant to rules adopted by the Committee in accordance with the Plan.   (c) Any attempt to dispose of the RSUs or any interest in the RSUs in   a manner contrary to the restrictions set forth in this Agreement shall be void and of no   effect.     





 







      3. Restricted Period and Vesting.  The “Restricted Period” is the period beginning   on the Grant Date and ending on the earliest to occur of:  (i) the date the RSUs, or such   applicable portion of the RSUs, are deemed vested under the schedule set forth in the   Notice; (ii) the termination of the Participant’s service on the Company’s Board of   Directors as a result of the scheduled expiration of the Participant’s term as a member   of the Board of Directors; (iii) the Participant’s death; or (iv) the Permanent Disability (as   defined in Section 7) of the Participant.  Subject to the provisions contained in Section 4,   5 and 6, the RSUs shall be deemed vested and no longer subject to forfeiture under   Section 4 upon expiration of the Restricted Period, and the satisfaction of all other   applicable conditions as to the RSUs (including the payment by the Participant of all   applicable withholding taxes).     4. Forfeiture.  Subject to Section 6 hereof, if during the Restricted Period (i) the   Participant’s board service is terminated other than as a result of the scheduled   expiration of the Participant’s term as a member of the Board of Directors of the   Company or other than by reason of the Participant’s death or Permanent Disability, (ii)   there occurs a material breach of the Notice or this Agreement by the Participant, or (iii)   the Participant fails to meet the tax withholding obligations described in Section 5(b)   hereof, all rights of the Participant to the RSUs that have not vested in accordance with   Section 3 as of the date of such termination shall terminate immediately and be   forfeited in their entirety.     5. Withholding.   (a) The Committee shall determine the amount of any withholding or   other tax required by law to be withheld or paid by the Company with respect to any   income recognized by the Participant with respect to the RSUs.   (b) The Participant shall be required to meet any applicable tax   withholding obligation in accordance with the provisions of the Plan.   (c) Subject to any rules prescribed by the Committee, the Participant   shall have the right to elect to meet any withholding requirement (i) by having withheld   from this Award at the appropriate time that number of whole shares of Common Stock   whose Fair Market Value is equal to the amount of any taxes required to be withheld   with respect to such Award, (ii) by direct payment to the Company in cash of the   amount of any taxes required to be withheld with respect to such Award or (iii) by a   combination of shares and cash.   6. Committee’s Discretion.  Notwithstanding any provision of this Agreement to the   contrary, the Committee shall have discretion under Section 7.03 of the Plan to waive   any forfeiture of the RSUs as set forth in Section 4 hereof, the Restricted Period and any   other conditions set forth in this Agreement.     





 







      7. Defined Terms.  Capitalized terms used but not defined in the Notice and   Agreement shall have the meanings set forth in the Plan.  For purposes of the Notice   and Agreement, “Permanent Disability” shall mean a physical or mental disability or   infirmity that prevents the performance of such Grantee’s duties as a member of the   Company’s Board of Directors lasting (or likely to last, based on competent medical   evidence presented to the Committee) for a period of not less than six months, unless a   longer period is required by applicable law.  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 Committee.     8. Nonassignability.  The RSUs may not be sold, assigned, transferred (other than   by will or the laws of descent and distribution, or to a living trust with respect to which   the Participant is treated as the owner under Sections 671 through 677 of the Code),   pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions   on such RSUs, as set forth in the Notice and Agreement, have lapsed or been removed.   9. Participant Representations.  The Participant hereby represents to the Company   that the Participant has read and fully understands the provisions of the Notice, this   Agreement and the Plan and the Participant’s decision to participate in the Plan is   completely voluntary.  Further, the Participant acknowledges that the Participant is   relying solely on his or her own advisors with respect to the tax consequences of this   Restricted Stock Unit Award.   10. Regulatory Restrictions on the RSUs.  Notwithstanding any other provision of   the Plan, the obligation of the Company to issue Common Stock in connection with this   Award under the Plan shall be subject to all applicable laws, rules and regulations and   such approval by any regulatory body as may be required.  The Company reserves the   right to restrict, in whole or in part, the delivery of Common Stock pursuant to this   Agreement prior to the satisfaction of all legal requirements relating to the issuance of   such shares, to their registration, qualification or listing or to an exemption from   registration, qualification or listing.   11. Miscellaneous.   11.1 Notices.  All notices, requests, deliveries, payments, demands and other   communications which are required or permitted to be given under this   Agreement shall be in writing and shall be either delivered personally or   sent by registered or certified mail, or by private courier, return receipt   requested, postage prepaid to the parties at their respective addresses   set forth herein, or to such other address as either shall have specified by   notice in writing to the other.  Notice shall be deemed duly given   hereunder when delivered or mailed as provided herein.     





 







      11.2 Waiver.  The waiver by any party hereto of a breach of any provision of   the Notice or this Agreement shall not operate or be construed as a   waiver of any other or subsequent breach.   11.3 Entire Agreement.  This Agreement, the Notice and the Plan constitute   the entire agreement between the parties with respect to the subject   matter hereof.     11.4 Binding Effect; Successors.  This Agreement shall inure to the benefit of   and be binding upon the parties hereto and to the extent not prohibited   herein, their respective heirs, successors, assigns and representatives.    Nothing in this Agreement, express or implied, is intended to confer on   any person other than the parties hereto and as provided above, their   respective heirs, successors, assigns and representatives any rights,   remedies, obligations or liabilities.   11.5 Governing Law.  The Notice and this Agreement shall be governed by and   construed in accordance with the laws of the Commonwealth of   Pennsylvania. The jurisdiction and venue for any disputes arising under,   or any action brought to enforce (or otherwise relating to), this   Agreement will be exclusively in the courts in the Commonwealth of   Pennsylvania, County of Allegheny, including the Federal Courts located   therein (should Federal jurisdiction exist).   11.6 Headings.  The headings contained herein are for the sole purpose of   convenience of reference, and shall not in any way limit or affect the   meaning or interpretation of any of the terms or provisions of this   Agreement.   11.7 Conflicts; Amendment.  The provisions of the Plan are incorporated in   this Agreement in their entirety.  In the event of any conflict between the   provisions of this Agreement and the Plan, the provisions of the Plan shall   control.  The Agreement may be amended at any time by written   agreement of the parties hereto.   11.8 No Right to Continued Service.  Nothing in the Notice or this Agreement   shall confer upon the Participant any right to continue in the service of   the Company or affect the right of the Company to terminate the   Participant’s service at any time.   11.9 Further Assurances.  The Participant agrees, upon demand of the   Company or the Committee, to do all acts and execute, deliver and   perform all additional documents, instruments and agreements which   may be reasonably required by the Company or the Committee, as the     





 







      case may be, to implement the provisions and purposes of the Notice and   this Agreement and the Plan.   11.10 Compensation Recovery Policy.  RSUs awarded under this Agreement   shall be subject to any compensation recovery policy adopted by the   Company to comply with applicable law or to comport with good   corporate governance practices, as such policy may be amended from   time to time.   11.11 Deferral.  Participant may, at his or her election, defer the RSUs, to the   extent permitted and pursuant to such terms as may be adopted, by the   Compensation Committee or the Board.