EX-10.2









Exhibit 10.2




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 $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, 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 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
believe 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
injurious to the company, its customers, employees, suppliers or shareholders;
	 
	 	b)	 	Willful failure to timely and adequately and materially perform your duties;
	 
	 	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:







	 	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;
	 
	 	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.
	 
	 	 
	Approval

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






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

Signature